Expense Escrow Fund definition

Expense Escrow Fund is defined in Section 1.13(f).
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Expense Escrow Fund means the fund established by the Sellers’ Representative and the Sellers to address the payment of various expenses of the Sellers.
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Expense Escrow Fund means the expense escrow fund established pursuant to the Escrow Agreement.
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Examples of Expense Escrow Fund in a sentence

  • If the Final Balance is greater than the Closing Balance, then the Member Representative, on behalf of the Escrow Beneficiaries, shall be obligated to pay the difference between such amounts to Parent out of the Expense Escrow Fund provided, however, that if the Expense Escrow Fund does not have a sufficient balance to pay such difference, any amount due in excess of the balance in the Expense Escrow Fund shall be paid out of the Warranty Escrow Fund.

  • The Expense Escrow Fund shall be used to reimburse the actual out-of-pocket costs and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Representative in performing all of its duties and obligations as the Representative hereunder.

  • The Expense Escrow Agent shall disburse any remaining balance (including earnings thereon) in the Expense Escrow Fund to the Paying Agent, on behalf of and for the benefit of the Expense Escrow Beneficiaries, at such time or times as may be determined by the Member Representative following the earlier of (i) the fifth anniversary of the Closing Date and (ii) the completion of the Member Representatives; obligations under the Transaction Documents.

  • As soon as practicable following the release to the Effective Time Stockholders of all amounts remaining in the Indemnity Escrow Fund, the Representative shall cause the Escrow Agent to disburse the balance of the Expense Escrow Fund to the Payment Agent, who shall then distribute the balance of the Expense Escrow Fund to the Effective Time Stockholders based on their respective Pro Rata Portion thereof.

  • Should the Expense Escrow Fund be exhausted, all costs and expenses incurred by the Representative in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including reasonable attorneys’ fees, shall be paid severally and on a pro rata basis (based on the Equityholder’s Pro Rata Portions) by the Equityholders.

  • The Escrow Agent shall hold the Expense Escrow Fund for purposes of reimbursing the costs and expenses incurred by the Representative in the performance of its duties hereunder in accordance with the terms and conditions set forth in this Agreement and in the Escrow Agreement.

  • At the Effective Time Parent will deposit with the Escrow Agent the Expense Escrow Amount to constitute the Expense Escrow Fund.

  • To the extent the Trustee determines in the reasonable exercise of its fiduciary discretion that any such Other Post-Closing Seller Expenses may not be paid out of the assets of the ESOP under Legal Requirements, then such Other Post-Closing Seller Expenses shall be paid out of the Seller Expense Escrow Fund in the manner set forth in Section 2.4(d).

  • The Indemnity Escrow Fund, the Excluded Business Escrow Fund and the Expense Escrow Fund shall terminate, and the final payments of any amounts remaining in such funds at the time of such termination shall be made, as set forth in the Escrow Agreement.

  • Secondly instead of ad hoc visits by individual staff LL is undertaking tenancy audits jointly with the Council’s Fraud Team.


More Definitions of Expense Escrow Fund

Expense Escrow Fund shall have the meaning set forth in Section 14.2(a).
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Expense Escrow Fund means the Expense Escrow Amount deposited with the Expense Escrow Agent plus any earnings based on investment of the Expense Escrow Amount.
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Related to Expense Escrow Fund

  • 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.

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

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

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

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

  • 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.

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

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

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

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

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

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

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

  • Expense Fund has the meaning set forth in Section 9.14(f).

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

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

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

  • 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.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

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

  • 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.