Holdback Escrow Funds definition

Holdback Escrow Funds means One Million and NO/100 U.S. dollars ($1,000,000.00).
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Holdback Escrow Funds means, as of any date of determination, the excess (if any) of the Holdback Escrow Amount over the sum of all distributions and other payments to any Person from the Holdback Escrow Account paid pursuant to the terms of the Holdback Escrow Agreement on or prior to such date of determination.
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Holdback Escrow Funds shall have the meaning ascribed in Section 5.3.
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Examples of Holdback Escrow Funds in a sentence

  • The Holdback Escrow Funds shall be used to satisfy any entitlement of Buyer pursuant to this Agreement.

  • Agent shall invest the Holdback Escrow Funds in such investments, or types thereof, as shall be designated in writing by Seller in an interest bearing account, in a financial institution which has FDIC insurance covering up to $100,000 of such funds.

  • The Holdback Escrow Funds, and any interest accrued thereon, shall be disbursed to Seller upon the expiration of fifteen (15) months from the Closing unless Buyer has made a claim for indemnification under this ARTICLE X and such claim is then outstanding.

  • Subject to the last sentence of the first paragraph of this Section 10.F, if Purchaser notifies Seller of a Claim during the Survival Period and files a lawsuit regarding such Claim prior to the expiration of the Filing Period, then upon the expiration of the Filing Period, the Holdback Escrow Funds shall be reduced to an amount equal to 125% of the reasonable value of Purchaser’s Claim(s) against Seller asserted in such lawsuit and the excess amount, if any, shall promptly be released to Seller.

  • Notwithstanding anything set forth herein to the contrary, in no event shall any portion of the Holdback Escrow Funds be released to Seller unless and until the Relocation Agreement has expired or Seller’s obligations thereunder have been satisfied.

  • On the Closing Date of the APA, Purchaser shall deposit an additional Xxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,975,000) from the Purchase Price in immediately available funds with Escrow Agent to be held in the Escrow Account (such amount, together with any interest or other earnings thereon, the “Holdback Escrow Funds”) (the Deposit Escrow Funds and the Holdback Escrow Funds collectively, the “Escrow Funds”).

  • Subject to the last sentence of the first paragraph of this Section 10.F, if Purchaser does not notify Seller of a Claim during the Survival Period or file a lawsuit regarding such Claim prior to the expiration of the Filing Period, then the Holdback Escrow Funds shall promptly be released to Seller.

  • Following the final release of the Holdback Escrow Funds pursuant to Section 10.04, Buyer shall have the right to withhold and set off against any unpaid amounts otherwise due to be paid pursuant to this Section 1.06 the amount of any Losses to which any Buyer Indemnitees may be entitled under Section 10.02(a)(i)(6).

  • The Purchase Price and such other funds as may be necessary to pay Buyer's expenses hereunder, subject to closing adjustments, shall be deposited with the Escrow Agent on or before the Closing Date in accordance with this Agreement and paid to Seller (less the Holdback Escrow Funds to be held by Escrow Agent and disbursed in accordance with the Holdback Escrow Agreement) upon satisfaction of all conditions precedent to the Closing as described herein.

  • In addition, as security for Seller's post-Closing obligations, Buyer and Seller at the Closing Date shall enter into a Holdback Escrow Agreement ("Holdback Escrow Agreement") in the form of Exhibit "M" attached hereto, pursuant to which a portion of the Purchase Price equal to the Liability Cap Amount ("Holdback Escrow Funds") shall be deposited into an escrow account with Escrow Agent, to be applied and released subject to the terms and conditions set forth therein.


More Definitions of Holdback Escrow Funds

Holdback Escrow Funds shall have the meaning set forth in Section 3.3(i).
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Related to Holdback Escrow Funds

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

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

  • 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.

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

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

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

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

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

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

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

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

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

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

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

  • 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.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

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

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

  • 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”.

  • 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.

  • Escrowed Property has the meaning set forth in 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 hereof.