General Escrow definition
Examples of General Escrow in a sentence
The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, or if such Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the aggregate value of property then held in the General Escrow Fund upon not less than thirty (30) days’ prior written notice to Parent.
Except as modified by this Agreement, the terms of the General Escrow Instructions which both parties have agreed to electronically are adopted by the Parties and incorporated herein by this reference.
The General Escrow Account shall be established pursuant to the Escrow Agreement to provide funds against which Buyer-Related Parties may assert claims of indemnification pursuant to ARTICLE VIII, and security for post-Closing adjustments relating to Working Capital, Closing Cash and Closing Debt.
The Escrow Agent shall deliver all of the Bonus Escrow Fund and the General Escrow Fund not previously paid out as provided in this Agreement to such successor agent in accordance with such instructions and, upon receipt of the Bonus Escrow Fund and the General Escrow Fund, the successor agent shall be bound by all of the provisions hereof.
Pursuant to the indemnification obligations of the Closing Company Shareholders set forth in this Article IX, the General Escrow Fund shall be available to compensate Acquiror for General Indemnifiable Damages only pursuant to Section 9.2(a).
No interest shall accumulate on any cash payable in connection with the Share Purchase (other than interest accrued on the Escrow Cash according to the General Escrow Agreement or the Separate Escrow Agreement, or any portion of the Cash Escrow that may constitute imputed interest as required under section 483 of the Code).
Parent shall deposit the Milestone General Escrow Property with the Escrow Agent at the same time that Parent is required to deliver the related Milestone Payment to the Paying Agent pursuant to Section 1.13.
If the number of General Escrow Shares to be distributed to any Company shareholder is not evenly divisible by one, Buyer shall round to the nearest whole number.
Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account.
The Designated Escrow Property shall be held by the Escrow Agent in a separate escrow account from the General Escrow Fund and shall be held as collateral to secure the rights of the Indemnified Parties under Article VIII with respect to the Designated Indemnification Matters (such escrow fund, the “Designated Escrow Fund”).