Contingent Payment Escrow Agreement definition

Contingent Payment Escrow Agreement means the escrow agreement to be entered into among Parent, the Escrow Agent and the Company Representative substantially in the form attached hereto as Exhibit C.
Sample 1
Contingent Payment Escrow Agreement means the Contingent Payment Escrow Agreement entered into between ERI and Pump Engineering, LLC on or about December 21, 2009 that is related to the Agreement and Plan of Merger entered into between ERI and Pump Engineering, LLC on or about December 2, 2009.
Sample 1
Contingent Payment Escrow Agreement means an escrow agreement, reflecting the terms set forth in Section 1.7 hereof and otherwise in such form as is customary for transactions of the type contemplated hereby (including without limitation that it shall provide for a sharing of the out-of-pocket expenses of such escrow arrangement one-half by the Acquirer and one-half by the R&A Shareholders in the aggregate), entered into among the Acquirer, each of the R&A Shareholders and The Chase Manhattan Bank (or such other banking institution as has been mutually agreed to in writing by the Acquirer and the CMR Representative).
Sample 1

Examples of Contingent Payment Escrow Agreement in a sentence

  • The Contingent Payment Escrow Agreement will provide for 50% of the funds held therein to be released after three (3) years and the balance to be released after five (5) years (subject to holdback with respect to claims asserted prior to the release date).

  • Generally, the lawsuit alleges that Borrower engaged in wrongdoing by not releasing the Milestone payments or not releasing the amount of each Milestone payment in excess of the amount of the LDs, and for not taking certain actions, outside the scope of the Contingent Payment Escrow Agreement, to minimize or eliminate the LDs. Borrower filed a motion to dismiss for failure to state a claim in November 2011.

  • Each Stockholder’s pro rata portion of any income and gains of the Contingent Payment Escrow Fund shall be distributable to such Stockholder in accordance with this Section 2.6(j) and the Contingent Payment Escrow Agreement, unless forfeited to Company pursuant to the terms of this Agreement and such Contingent Payment Escrow Agreement.

  • Each Ancillary Agreement shall be in full force and effect and none of the parties thereto (other than Parent or Merger Sub and, in the case of the Escrow Agreement and Contingent Payment Escrow Agreement, the Escrow Agent) shall have taken any action to rescind, revoke or otherwise repudiate such party’s Ancillary Agreement(s).

  • Purchaser, Seller and the Shareholders are parties to that certain Asset Purchase Agreement dated as of December 21, 2005, as amended by that certain Amendment dated February 23, 2006 (the “Original Purchase Agreement”), and Purchaser, Seller, the Shareholders and the Escrow Agent are parties to that certain Contingent Payment Escrow Agreement dated February 23, 2006 (the “Original Escrow Agreement”).

  • Pursuant to such Contingent Payment Escrow Agreement, such Key Employee Stockholder shall be entitled, in consideration of cancellation of all shares of Unvested Common Stock, to contingent payments in an amount and upon such dates as specified in such agreement (the “Payment Schedule”).

  • Effective as of Closing, Parent, the Stockholder Representative and the Escrow Agent are entering into the Contingent Payment Escrow Agreement substantially in the form attached hereto as Exhibit C (the “Contingent Payment Escrow Agreement”) to establish the Contingent Payment Escrow Fund (the “Contingent Payment Escrow Fund”).

  • The court indicated that it would take the defendant’s cooperation into consideration and did just that during its rendition of sentence.

  • The Contingent Cash Consideration shall be shall be subject to forfeiture and distributable in accordance with the terms set forth in Section 2.11 and the Contingent Payment Escrow Agreement.

  • In addition to the rights and remedies set forth elsewhere in the Original Agreement, as amended by this Amendment, Purchaser shall be entitled to make claims for indemnity pursuant to the terms of that certain Contingent Payment Escrow Agreement to be entered into between and among Seller, the Shareholders and Purchaser in order to obtain the indemnification set forth in Section 4(iii) of this Amendment.

Related to Contingent Payment Escrow Agreement

  • Contingent Payment means any payment that has been (or is required to be) ------------------ made under any of the following circumstances:

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Contingent Payments has the meaning set forth in Section 2.02(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Indemnity Escrow Amount means $3,000,000.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Contingent fee as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

  • Delta Payment means as it is described in this Agreement.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Payment Agreement means a written agreement which provides