Earn-Out Escrow Account definition

Earn-Out Escrow Account means a segregated escrow account in which the Earn-Out Escrow Shares and other Escrow Property related thereto will be held by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement.
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Earn-Out Escrow Account shall have the meaning set forth in Section 2.07(f)(i) hereof.
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Earn-Out Escrow Account has the meaning assigned to it in Section 3.6.1.
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Examples of Earn-Out Escrow Account in a sentence

  • The names of the Councillors voting for and against the recommendation to permit, along with any abstentions, were recorded as follows:For the recommendation to permit:Councillors Irvine, Purdy, Rana, Sharma and P Smith (5).Against the recommendation to permit:Councillors A Belben, Jaggard, and Mwagale (3).Abstentions:None.

  • If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends).

  • In each case where a Seller forfeits its rights to an Earn-Out Payment hereunder, the Purchaser shall instead receive such Earn-Out Payments from the Earn-Out Escrow Account, pursuant to the procedures set forth in the Escrow Agreement.

  • One need only recall the phrase from the famous Judgment of 1969, stating that it is necessary “to examine closely the geographical configuration of the coastlines of the countries whose continental shelves are to be delimited” (North Sea Continental Shelf (Federal Republic of Germany/Denmark; Federal Republic of Germany/Netherlands), Judgment, I.C.J. Reports 1969, p.

  • The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares.

  • The grant of authority provided for in this Section 2.04 is coupled with an interest and is being granted, in part, as an inducement to Parent, Merger Sub and Network to enter into this Agreement and (i) shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Shareholder and shall be binding on any successor thereto, and (ii) shall survive any distribution from the Escrow Account and, if applicable, the Earn-Out Escrow Account.

  • The Earn-Out Escrow Shares and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II.

  • Purchaser shall have legal and equitable title to the assets in the Earn-Out Escrow Account and the Escrow Account, and Seller's interest therein shall be limited to its rights, if any, to distributions from said Earn-Out Escrow Account and Escrow Account pursuant to this Agreement.

  • Select and NCR hereby agree that all of the --------------- money, including all of the principal and interest earned in the Earn-Out Escrow Account, held in the Earn-Out Escrow Account shall immediately be released to Select.

  • Subject to distributions made pursuant to Section 2.7(d)(iv) and ARTICLE IX, the Earn-Out Common Stock will be held in the Earn-Out Escrow Account pursuant to Section 2.7(c)(i) and in accordance with the Escrow Agreement.


More Definitions of Earn-Out Escrow Account

Earn-Out Escrow Account has the meaning set forth in Section 2.7(c)(i).
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Earn-Out Escrow Account means the account maintained pursuant to the Escrow Agreement, into which the Earn-out Escrow Amount will be deposited at Closing.
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Earn-Out Escrow Account has the meaning set forth in Section 1.6.
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Earn-Out Escrow Account that certain escrow account established by the Escrow Agent to hold the Earn-Out Escrow Amount pursuant to the terms and conditions of the Escrow Agreement.
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Related to Earn-Out Escrow Account

  • 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.

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

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

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

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

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

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

  • 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.

  • 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.

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

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

  • 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.

  • Working Capital Escrow Amount means $2,000,000.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • 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.

  • 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.

  • Reserve Account Initial Deposit means cash or Eligible Investments having a value of at least $____________.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

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

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Spread Account Initial Deposit means an amount equal to 2.0% of the aggregate Principal Balance of the Receivables on the Cutoff Date (which is equal to $21,505,439.97).

  • Reserve Fund Initial Deposit means the initial deposit of cash in the amount of $3,846,153.85 made by or on behalf of the Seller into the Reserve Fund on the Closing Date.