Post-Closing Escrow Account definition

Post-Closing Escrow Account means the account specified in Section 4.3 created pursuant to the Post Closing Escrow Agreement.
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Post-Closing Escrow Account is defined in paragraph 5(b) of this Agreement.
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Post-Closing Escrow Account has the meaning set forth in Section 2.1(c).
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Examples of Post-Closing Escrow Account in a sentence

  • If requested by the Shareholders, MDC and Purchaser shall cooperate in defending against any Third Party Claim which the Shareholders elect to contest (the cost and expense of which shall be payable from the Post-Closing Escrow Account), including, without limitation, the making of a related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person.

  • If the Shareholders do not notify Purchaser in writing within forty-five (45) days from its receipt of the Direct Claim Notice that the Shareholders dispute such Direct Claim, the Direct Claim specified by Purchaser in the Direct Claim Notice shall be deemed payable from the Post-Closing Escrow Account.

  • MDC is hereby authorized during the Election Period, but prior to receipt of written notice that the Shareholders elect to assume the defense of the Third Party Claim, to file any motion, answer, or other pleading that MDC reasonably shall deem necessary to file during such period to protect MDC's interests that is not unnecessarily prejudicial to the Shareholders (the cost and expense of which shall be payable from the Post-Closing Escrow Account).

  • If such Adjustment Payment to Parent is less than Two Million Dollars ($2,000,000), Parent and the Shareholders’ Representative shall cause the difference between such Adjustment Payment and Two Million Dollars ($2,000,000) to be released from the Post-Closing Escrow Account to Parent for disbursement to the Company Shareholders as a partial First Escrow Release.

  • Within thirty (30) days after receipt of any Third Party Claim Notice (the "ELECTION PERIOD"), the Shareholders shall notify MDC, the Purchaser and the escrow agent (i) whether the Shareholders dispute payment of the Third Party Claim from the Post-Closing Escrow Account, and (ii) whether the Shareholders desire, at the Shareholders' sole cost and expense, to defend MDC against any such Third Party Claim.

  • Post-Closing Escrow Account", which account shall be segregated from all other accounts of the Escrow Agent (the "Escrow Account").

  • Parent acknowledges and agrees that under no circumstances shall the Company Shareholders or the Shareholders’ Representative have any personal Liability for any indemnification obligations, and Parent’s recourse shall be limited solely to the Post-Closing Escrow Account.

  • Any proceeds received by the Shareholders’ Representative on behalf of the Company Shareholders from Parent the Surviving Entity or the Post-Closing Escrow Account on behalf of the Company Shareholders shall be turned over to such shareholders as promptly as practicable by the Shareholders’ Representative, in accordance with the terms and provisions of this Agreement and the Post-Closing Escrow Agreement.

  • If the Shareholders do not notify Purchaser and the Escrow Agent in writing within forty five (45) days from its receipt of the Direct Claim Notice that the Shareholders dispute such Direct Claim, the Direct Claim specified by Purchaser in the Direct Claim Notice shall be deemed payable from the Post-Closing Escrow Account.

  • Such other documents, instruments, and considerations as are required under this Agreement or to consummate the transactions contemplated under this Agreement, or as may be reasonably requested by the Shareholders or MDC, including but not limited to Post-Closing Escrow Account and Special Liabilities Escrow Account executed by Purchaser as contemplated by this Agreement.


More Definitions of Post-Closing Escrow Account

Post-Closing Escrow Account has the meaning set forth in Section 14.4.1 herein.
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Post-Closing Escrow Account means the escrow account with respect to the Settlement Statement Escrow Funds pursuant to the Post-Closing Escrow Agreement.
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Post-Closing Escrow Account means the account specified in Section
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Post-Closing Escrow Account means the account established by the Escrow Agent pursuant to the terms of the Escrow Agreement into which the Post-Closing Escrow Amount will be deposited at the Closing.
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Related to Post-Closing Escrow Account

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

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

  • 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.

  • Escrow Accounts means any escrow account in which Escrowed Proceeds are deposited and held.

  • 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.

  • Indemnity Escrow Amount means $5,000,000.

  • Escrow Deposit has the meaning set forth in Section 3.3.

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

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

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

  • 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.

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

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

  • Working Capital Escrow Amount means $500,000.

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

  • Escrow End Date has the meaning specified in the Escrow Agreement.

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

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