Examples of Sales Tax Escrow Amount in a sentence
In the event that the Modified Audited Closing Net Worth exceeds the Modified Estimated Net Worth, and Schwarzkopf has no objections thereto, then the balance of the Escrow Fund in excess of the Sales Tax Escrow Amount (as defined in Section 5.13 below) shall be paid to Seller within 3 Business Days and the balance, if any, due the Seller shall be paid by Schwarzkopf to Seller within 30 Business Days.
As soon as practicable following the Effective Time, and in no event later than 5:00 pm California time on the first (1st) Business Day following the Business Day on which the Effective Time occurs, Parent shall deposit with the Escrow Agent an amount of cash equal to the sum of (i) the Base Escrow Amount, (ii) the Sales Tax Escrow Amount and (iii) the Securityholder Representative Expenses Reserve.
At the Closing, Parent shall deposit (i) the Escrow Amount into an account (the “Escrow Account”) and (ii) the Sales Tax Escrow Amount into an account (the “Sales Tax Escrow Account”), both with the Escrow Agent.
Such deposit of each of the Escrow Amount and the Sales Tax Escrow Amount shall constitute an escrow fund (respectively, the “Escrow Fund” and the “Sales Tax Escrow Fund”) to be governed by the terms set forth herein.
The Base Escrow Amount (plus any interest paid on such Base Escrow Amount), the Sales Tax Escrow Amount (plus any interest paid on such Sales Tax Escrow Amount) and the Securityholder Representative Expenses Reserve (plus any interest paid on such Securityholder Representative Expenses Reserve) are collectively referred to herein as the “Escrow Fund”.
If the Escrow Fund is not exhausted, but the remaining balance is less than the sum of the remaining Sales Tax Escrow Amount (as established in Section 5.13 below) and the San Diego Water Pollution Escrow Amount (as established in Section 5.14 below), then Seller will, within 30 days, deposit sufficient funds within the Escrow Account to restore the balance to the Sales Tax Escrow Amount and the San Diego Water Pollution Escrow Amount.
The Sales Tax Escrow Amount (plus any interest paid on such Sales Tax Escrow Amount) shall be exclusively available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under Section 8.2(a)(x).
If the Escrow Fund is exhausted through this process, then Seller will, within 30 Business Days, (a) pay the difference to Schwarzkopf and (b) repay the Sales Tax Escrow Amount (as established in Section 5.13 below) and the San Diego Water Pollution Escrow Amount (as established in Section 5.14 below) to the Escrow Fund.
If a Novation Agreement is not executed and instead the claim is resolved, then upon resolution of such claim, the amount required to be paid to the State of California Board of Equalization shall be paid out of the Escrow Fund and the balance of the Sales Tax Escrow Amount, if any, shall be paid to the Seller.
The cash comprising the Escrow Fund and the Sales Tax Escrow Fund shall be deposited by Parent with respect to each Escrow Participant without any act by them, in accordance with their respective Pro Rata Portions of the Escrow Amount and the Sales Tax Escrow Amount.