General Escrow Amount definition
Examples of General Escrow Amount in a sentence
The General Escrow Amount shall be delivered to the Escrow Agent at or prior to the Effective Time to be held in escrow as security for the payment of any Shortfall Reduction under Section 2.7(e) and indemnification claims under Article IX pursuant to the provisions of the Escrow Agreement.
Subject to Section 6.4(d), if the General Escrow Amount is insufficient to set off the aggregate of all claims made hereunder for Damages, then Purchaser may take any action or exercise any remedy available to it by appropriate legal proceedings to collect any such Damages.
An amount equal to the sum of the General Escrow Amount and the Equityholder Representative Escrow Amount shall be withheld from the aggregate cash consideration payable to the Equityholders pursuant to Sections 2.03(a) and Section 2.06(a), as applicable, and treated in accordance with this Section 2.07.
If, however, Seller disputes such claim, Buyer shall receive the undisputed portion thereof, if any, but shall not be entitled to receive any such disputed portion thereof from the General Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the General Escrow Term, the term of the General Escrow Term will be automatically extended as provided in Section 8.4(c).
Seller hereby authorizes and instructs Buyer, at the Closing, to deduct the General Escrow Amount and the Environmental Escrow Amount from the Purchase Price, and deliver such funds to the Escrow Agent to be held in the General Escrow Account or the Environmental Escrow Account, as applicable, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.