Tax Escrow Fund. On the Closing Date Borrower shall deposit in the Tax Escrow Fund $1,206,011. Borrower shall pay to Lender on each Payment Date one-twelfth (1/12) of the Impositions that Lender estimates will be payable during the ensuing twelve 124
Tax Escrow Fund. At the Mortgagee's option after the occurrence of an Event of Default, the Mortgagor shall pay to the Mortgagee on the first day of each calendar month one-twelfth of an amount which would be sufficient to pay the Impositions payable, or estimated by the Mortgagee to be payable, during the next ensuing twelve (12) months (said amounts hereinafter called the "Tax Escrow Fund"). At the Mortgagee's Option, the Tax Escrow Fund and the payments of interest or principal or both, payable pursuant to the Mortgage Note, shall be added together and shall be paid as an aggregate sum by the Mortgagor to the Mortgagee. The Mortgagor hereby pledges to the Mortgagee any and all monies now or hereafter deposited in the Tax Escrow Fund as additional security for the payment of the Secured Obligations. The Mortgagee will apply the Tax Escrow Fund to payments of Impositions required to be made by the Mortgagor pursuant to Section 8 hereof. If the amount of the Tax Escrow Fund shall exceed the amounts due for Impositions pursuant to Section 8 hereof, the Mortgagee shall return any excess to the Mortgagor. In allocating such excess, the Mortgagee may deal with the person shown on the records of the Mortgagee to be the owner of the Property. If the Tax Escrow Fund is not sufficient to pay the items set forth above, the Mortgagor shall promptly pay to the Mortgagee, within ten (10) days after demand, an amount which the Mortgagee shall estimate as sufficient to make up the deficiency. Upon the occurrence of an Event of Default, the Mortgagee shall be entitled to exercise both the rights of setoff and banker's lien, if applicable, against the interest of the Mortgagor in the Tax Escrow Fund to the full extent of the outstanding balance of the Secured Obligations, application of any such sums to the Secured Obligations to be in any order in the sole discretion of the Mortgagee. Until expended or applied as above provided, any amounts in the Tax Escrow Fund shall constitute additional security for the Secured Obligations. The Tax Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by the Mortgagee. No earnings
Tax Escrow Fund. On the 30-month anniversary of the Closing Date (the "Tax Release Date"), the Purchaser and the Shareholders' Representative shall direct the Escrow Agent to release to each of the Shareholders their Pro Rata Portion of the remaining amount of the Tax Escrow Fund; provided however, that the remaining amount in the Tax Escrow Fund on the Tax Release Date shall not be distributed to the extent of the aggregate amount of all Losses specified in any then unresolved good faith indemnification claims made by any Purchaser Indemnified Party pursuant to Section 7.2 prior to the 30-month anniversary of the Closing Date (the "Tax Claims Bar Date"). The Shareholders and the applicable Purchaser Indemnified Party shall negotiate in good faith to determine the amount of such unresolved claims and in the event the parties cannot reach an agreement on the amount of such claim within sixty days following the Tax Release Date, the amount shall be determined by arbitration in accordance with the provisions of Section 7(b) of the Escrow Agreement. To the extent that on the Tax Release Date any amount has been reserved and withheld from distribution from the Tax Escrow Fund on such date on account of an unresolved claim for indemnification and, subsequent to the Tax Release Date, such claim is finally resolved, the parties shall immediately direct the Escrow Agent to (i) release to the applicable Purchaser Indemnified Party the amount of Loss, if any, due in respect of such claim as finally determined, and (ii) release to each Shareholder an amount equal to such Shareholders Pro Rata Portion of the excess, if any, remaining in the Tax Escrow Fund after the payments, if any, pursuant to the foregoing clause (i).
Tax Escrow Fund. (i) At any time, and from time to time, during the period from the Closing through the Tax Escrow Expiration Date (as defined in Section 4(c)(v) hereof), the Buyer may give to the Escrow Agent and the Seller Representative one or more notices (each, a "Tax Escrow Notice") that the Buyer determines in good faith that it or the Company or any Subsidiary is entitled to receive payment from the Sellers pursuant to the indemnification obligations of Sellers under Section 8.2(d) of the Stock Purchase Agreement to the extent such obligation relates to sales or use Tax of the Company or any Subsidiary attributable to any Pre-Closing Tax Period. Upon receipt of a Tax Escrow Notice, the Escrow Agent shall: (A) if such Tax Escrow Notice sets forth the amount of a claim reasonably estimated in the good faith opinion of the Buyer, hold a portion of the Tax Escrow Fund equal to the amount of such claim as set forth in such Tax Escrow Notice (or, if the amount set forth exceeds the entire amount of the Tax Escrow Fund, the entire amount of the Tax Escrow Fund) in escrow until receiving notice of a Tax Determination (as defined in paragraph 4(c)(iii) below) with respect to such claim, or (B) if such Tax Escrow Notice states, in the good faith opinion of the Buyer, that the maximum possible Losses which may arise from such claim are not reasonably ascertainable by the Buyer, the Escrow Agent shall hold the entire amount of the Tax Escrow Fund then in its possession until a Tax Determination with respect to such claim has occurred, unless the Escrow Agent is subsequently notified by the Buyer that the maximum possible amount of such claim is less than the entire amount of the Tax Escrow Fund, in which case the Escrow Agent thereafter shall hold a portion of the Tax Escrow Fund equal to the maximum possible amount of such claim as set forth in such subsequent notice in escrow until a Tax Determination with respect to such claim has occurred. In the case of any claim, the maximum possible amount of which is not reasonably ascertainable by the Buyer at the time the Tax Escrow Notice of such claim is given, the Buyer shall notify the Escrow Agent and the Seller Representative of the amount of such claim promptly after such amount becomes reasonably ascertainable by the Buyer.
Tax Escrow Fund. At the Effective Time, Parent shall deposit the Tax Escrow Amount with the Escrow Agent, such deposit to constitute the initial Tax Escrow Fund, which shall be governed by the terms set forth in this Section 8.5 and in the Escrow Agreement. At any time on or before the Tax Escrow Release Date, the Parent Indemnified Parties shall have the right to recover from the Tax Escrow Fund with respect to the following (the “Tax Loss Provisions”):
Tax Escrow Fund. At the Closing, Buyer shall deliver to the Escrow Agent, on behalf of the Sellers, by wire transfer of immediately available funds, (i) $500,000 (the “Excise Tax Escrow Amount”) for potential federal excise tax liabilities described on Schedule 1.4(b) (the “Excise Tax Obligations”) and (ii) $1,100,000 (the “Use Tax Escrow Amount” and together with the Excise Tax Escrow Amount, the “Tax Escrow Amount”) for potential Nevada sales and use tax liabilities described on Schedule 1.4(b) (the “Use Tax Obligations”), to be held in escrow by the Escrow Agent in accordance with the terms of the Tax Escrow Agreement;
Tax Escrow Fund. The foregoing waivers shall only apply with respect to the Goody's Parcel and Wal-Mart Parcel and not with respect to any other portion of the Property." Notwithstanding any provision in Section 3.5 to the contrary, the Escrow Fund for Taxes shall be interest bearing. The seventh sentence of Section 3.5 is hereby deleted and the following substituted therefor: "If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof Lender shall either return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund."
Tax Escrow Fund. The Buyer agrees that any and all amounts payable as a result of any claim by a Buyer Indemnified Person for indemnification pursuant to Section 8.01(a)(i) in respect of the Tax Representations and pursuant to Section 8.01(a)(iii) shall be paid solely out of the Tax Escrow Fund to the extent thereof.
Tax Escrow Fund. By virtue of this Agreement and as partial security for the indemnity obligations provided for in the Tax Indemnification Agreement substantially the form attached hereto as Exhibit I (the “Tax Indemnification Agreement”), at the Effective Time Parent will deposit with the Escrow Agent the Tax Escrow Amount in cash without any action of the Stockholders such deposit of the Tax Escrow Amount to constitute a tax escrow fund (the “Tax Escrow Fund”) to be governed by the terms set forth in the Tax Indemnification Agreement among such parties. The Tax Escrow Amount shall be available to compensate the Indemnified Parties (as defined in the Tax Indemnification Agreement) for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under the Tax Indemnification Agreement.
Tax Escrow Fund. On the Closing Date, and on each Payment Date thereafter, Borrowers shall pay to Administrative Agent a sum equal to one-twelfth (1/12) of the Real Estate Taxes budgeted in the Approved Annual Budget in order to accumulate with Administrative Agent sufficient funds to pay all such Real Estate Taxes at least thirty (30) days prior to their respective due dates (said amount, the “Tax Escrow Fund,” and the account in which the Tax Escrow Fund is held shall hereinafter be referred to as the “Tax Reserve Account.”). Administrative Agent will apply the Tax Escrow Fund to payments of Taxes required to be made by Borrowers pursuant to Section 9.1 hereof. In making any payment relating to the Tax Escrow Fund, Administrative Agent may do so according to any actual xxxx or statement procured from the appropriate public office (with respect to Real Estate Taxes), without inquiry into the accuracy of such xxxx or statement or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. Borrowers agree to notify Administrative Agent promptly of any changes, to 151 any Borrowers’ knowledge, to the amounts, schedules and instructions for payment of any Real Estate Taxes and authorizes Administrative Agent or its agent to obtain the bills for Real Estate Taxes directly from the appropriate taxing authority. Provided there are sufficient amounts in the Tax Escrow Fund and no Event of Default exists, Administrative Agent shall pay the Real Estate Taxes as they become due on their respective due dates on behalf of Borrowers by applying the Tax Escrow Funds to the payment of such Real Estate Taxes (taking into account any lawful extensions of the time to pay the same obtained by Borrowers and of which Borrowers have provided Administrative Agent with reasonable advance notice together with evidence reasonably satisfactory to Administrative Agent thereof). If the amount of the Tax Escrow Fund shall exceed the amounts due for Real Estate Taxes, Administrative Agent shall credit such excess against future payments to be made to the Tax Escrow Fund. Any amount remaining in the Tax Escrow Fund (including interest earned) after the Obligations have been paid in full shall be immediately returned to Borrowers. If at any time Administrative Agent reasonably determines that the Tax Escrow Fund is not or will not be sufficient to pay Real Estate Taxes by the dates set forth above in this Section 13.1, Administrative Agent shall notify Borrowers of such...
