Retention Escrow Fund definition

Retention Escrow Fund has the meaning set forth in Section 1.6(a).
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Retention Escrow Fund means, at any time, the aggregate funds and other assets then held in the escrow account established by depositing the Retention Escrow Amount with the Escrow Agent in accordance with the Escrow Agreement to partially secure the indemnification obligations of Seller to the Purchaser Indemnitees.
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Retention Escrow Fund means, that portion of the Escrow Fund equal to the Retention Escrow Amount, as such fund may be decreased from time to time pursuant to this Agreement and the Escrow Agreement.
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Examples of Retention Escrow Fund in a sentence

  • Warrantors shall be entitled to have released to them from the Retention Escrow Fund an amount equal to any such costs, fees and expenses which Warrantors are required to bear (and in such event the shares of Warrantors in the Retention Escrow Fund shall be reduced in accordance with Section 9.3).

  • Subject to Section 10.3(c), recourse by the Buyer Indemnified Parties to the Retention Escrow Fund and R&W Insurance Policy shall be the Buyer Indemnified Parties’ sole and exclusive remedy under this Agreement against Members for monetary Loss resulting from the matters referred to in Section 10.2(a)(i).

  • Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a).

  • In so far as the Warrantors are obliged under this Agreement to settle any cost or indemnify Buyer, Buyer Parent, the Company or its Subsidiaries against any costs, they shall be entitled to release from the Retention Escrow Fund the amount thereof.

  • The Retention Escrow Fund shall be held in escrow and, following the depletion of the Buyer Deductible, shall be available to settle Losses arising or resulting from any breach or inaccuracy of any of the representations and warranties contained in Article III and Article IV or in Clause 5.1 and Clause 5.2 of the Minority STRG Agreement until the first anniversary of the Closing Date.

  • The portion of the Retention Escrow Fund contributed on behalf of each Key Employee shall be the amount of such Key Employee's Retention Stock plus such Key Employee's Retention Cash Amount.

  • On the sixth anniversary of the Closing Date, the Escrow Agent shall distribute to the Sellers’ Representative the excess, if any, of (a) the amount, if any, remaining in the Retention Escrow Fund (including any accumulated interest thereon) over (b) the amount of Unresolved Claims existing on or prior to the sixth anniversary of the Closing Date.

  • Purchaser and Seller shall instruct the Escrow Agent in accordance with the Escrow Agreement to release from the Retention Escrow Fund any amounts then retained in the Retention Escrow Fund with respect to any Unresolved Claim as required by any settlement agreement, or any final, non-appealable award of any court of competent jurisdiction under Section 11.7, binding upon Seller and Purchaser with respect to such Unresolved Claim.

  • If Parent terminates a Key Employee's employment prior to the end of the Retention Period without Cause or such Key Employee terminates his employment prior to the end of the Retention Period with Good Reason, Parent shall promptly release such key Employee's portion of the Retention Escrow Fund to such Key Employee.

  • Interest, if any, and dividends earned on the Retention Escrow Fund during the Retention period shall be paid to Key Employees in proportion to their respective interests in the Retention Escrow Fund as set out in Section 1.13(c) hereof, upon the release to such Key Employee of their Retention Stock.


More Definitions of Retention Escrow Fund

Retention Escrow Fund means, on the date of determination, the Retention Escrow Amount, as the same may be reduced by amounts paid in satisfaction of indemnification claims pursuant to this Agreement and amounts otherwise distributed pursuant to this Agreement and the Retention Escrow Agreement.
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Retention Escrow Fund means an escrow fund established pursuant to the Escrow Agreement, compromising the Retention Escrow Amount.
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Retention Escrow Fund means the Retention Escrow Amount, including any interest or other amounts earned thereon, and less any disbursements therefrom, in accordance with the Escrow Agreement.
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Retention Escrow Fund has the meaning specified in Subsection 10.2.1;
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Retention Escrow Fund and “Retention Escrow Funds” have the respective meanings set forth in Section 10.2(a).
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Related to Retention Escrow Fund

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • Escrow Property has the meaning set forth in the Escrow Agreement.

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

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

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

  • 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”.

  • 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.

  • 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 the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

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

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

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

  • 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.

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

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

  • 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 of the Plan.

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

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

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

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