Earn Out Escrow definition

Earn Out Escrow means an escrow account and agreement pursuant to which Borrower escrows some portion of an Earn Out Obligation with an independent third party escrow agent.
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Earn Out Escrow shall have the meaning specified in Section 1.5(a) of the Agreement.
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Earn Out Escrow means that certain escrow account with the Escrow Agent established by mutual agreement of the parties to hold the Escrow Shares, subject to delivery to the Members upon satisfaction of the conditions set forth in Section 1.5 and subject to the indemnification provisions of Article 7.
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Examples of Earn Out Escrow in a sentence

  • The Buyer at Closing will have sufficient funds available to pay to the Seller the Adjusted Initial Purchase Price and to deposit the Earn Out Escrow Amount.

  • The Parties hereby agree to jointly certify and confirm the Base Rate by completing and executing a certificate in the form attached hereto as Exhibit 1.5 and agree further to the allocation of duties and responsibilities to manage the risk of fluctuations in the RMB Exchange Rate from and after the Effective Date until such time as all payments of Earn Out, Escrow Amount and Excluded Properties Escrow Amount are made to the Seller (“Exchange Rate Risk”) as set forth in this Section 1.5.

  • Except as expressly provided in Section 8 above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Earn Out Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or any funds escrowed hereunder.

  • The Volume Weighted Average Share Price targets set forth in Section 2 and the number of shares of Parent Class A Stock to be released from the Earn Out Escrow Account pursuant to Section 2 shall be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the Parent Class A Stock after the date of this Agreement.

  • If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days after giving notice of such removal or following the receipt of the notice of resignation or incapacity, the Earn Out Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto.

  • Parent, the Company, the Escrow Agent and the Securityholder Agent shall have entered into the Escrow Agreement and the Earn Out Escrow Agreement.

  • By delivery of joint written instructions by the Parties to the Earn Out Escrow Agent, the Parties shall have the right to terminate their appointment of the Earn Out Escrow Agent, or any successor escrow agent, as Earn Out Escrow Agent, upon thirty (30) days’ notice to the Earn Out Escrow Agent.

  • If any such act occurs, then the Earn Out Escrow Agent shall give, as promptly as practicable, written notice to the Parties, stating the nature of such act and any action being taken to avoid or minimize its effect.

  • The Purchaser shall, pursuant to an agreement to be entered into with the Escrow Agent (the "Earn Out Escrow Agreement") deposit the Earn Out Deposit upon the Closing into a segregated interest bearing escrow account (the "Earn Out Escrow Account") to be held by the Escrow Agent for twelve (12) months subsequent to the Closing Date (the "Escrow Term") in accordance with the provisions of Section 16(b)(iv) above and the provisions hereinbelow set forth.

  • Parent, the Company, the Escrow Agent and the Securityholder Agent shall have entered into the Escrow Agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”) and the Earn Out Escrow Agreement.


More Definitions of Earn Out Escrow

Earn Out Escrow means the escrow established by the terms of this Agreement to hold the Early Earn-Out Amount pending satisfaction of the Earn-Out Milestones.
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Earn Out Escrow means the escrow established under the Earn Out Escrow Agreement to hold the Earn Out Escrow Funds.
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Earn Out Escrow has the meaning ascribed thereto in Section 2.3(d)(ii) of this Agreement.
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Related to Earn Out Escrow

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

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

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

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • 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.

  • Earn-Out Payments has the meaning set forth in Section 2.3(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.

  • Working Capital Escrow Amount means $1,000,000.

  • 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.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • 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 of the Plan.

  • Earnout Consideration has the meaning specified in Section 2.08(a).