Secondary Escrow Amount definition

Secondary Escrow Amount means Fifteen Million Dollars ($15,000,000).
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Secondary Escrow Amount shall have the meaning set forth in Section 3.1(a).
Sample 1
Secondary Escrow Amount means cash in the amount of the greater of (i) the Net Closing Cash Amount less an amount as determined on Schedule 2.6(d) of the Company Disclosure Schedule and (ii) FIVE MILLION DOLLARS ($5,000,000), but, in no event, shall the Secondary Escrow Amount exceed TEN MILLION DOLLARS ($10,000,000); provided that, in the event the Net Cash Deficit Amount is positive, then the reference to FIVE MILLION DOLLARS ($5,000,000) in subsection (a) of this definition shall be reduced by an amount equal to the Net Cash Deficit Amount; provided further, that if and to the extent that the amount of the Secondary Escrow Amount exceeds TEN MILLION DOLLARS ($10,000,000), any such excess amount will be paid to the Consideration Recipients pursuant to Section 2.6(d).
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Examples of Secondary Escrow Amount in a sentence

  • Buyer and Representative hereby appoint and designate Escrow Agent to receive the Primary Escrow Amount and the Secondary Escrow Amount (as defined below), maintain possession of the Deposit (as defined below) and act as escrow agent for the purposes set forth herein, and Escrow Agent hereby accepts such appointment and designation under the terms and conditions set forth herein.

  • At Closing, the Buyer shall deposit the Secondary Escrow Amount with the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent, such Secondary Escrow Amount to be held by the Escrow Agent in a segregated account separate and apart from the Escrow Account for the sole and exclusive benefit of and access and recourse by the Shareholder Representative, acting on behalf of the Sellers, in accordance with the Escrow Agreement (the “Secondary Escrow Account”).

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  • For thirty (30) months following the Closing Date, the Shareholder Representative agrees that he shall cause at least Thirty Million Dollars ($30,000,000) (including the Escrow Amount and the Secondary Escrow Amount) to be available in the Escrow Account or Secondary Escrow Account or otherwise to satisfy claims made by the Buyer hereunder, as such available amount may be reduced by payments to the Buyer or any Buyer Indemnified Person as contemplated hereby.

  • At the Closing, as partial security for the indemnity provided in Section 8.1 for claims arising under clause (ii)(B) thereof, the Direct Holder will be deemed to have received and deposited, without any action, and Buyer will deposit, the Secondary Escrow Amount with the Escrow Agent, such deposit to constitute an escrow fund (the "Secondary Escrow Fund") to be governed by the terms of the Escrow Agreement.

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  • The Buyer shall pay the Escrow Amount and the Secondary Escrow Amount to the Escrow Agent, and the Buyer shall reduce the Cash Closing Price payable to the Sellers by the Escrow Amount and the Secondary Escrow Amount (the Cash Closing Price as reduced by the Escrow Amount and the Secondary Escrow Amount, the “Cash Closing Payment”).

  • The Primary Escrow Amount and the Secondary Escrow Amount shall be subject to, and distributable in accordance with, the Escrow Fund established pursuant to Article VIII below and the Escrow Agreement.

Related to Secondary Escrow Amount

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

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

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

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

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

  • 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.

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

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

  • 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 Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Working Capital Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

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

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

  • 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.

  • 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.

  • Escrow End Date has the meaning set forth in the Escrow Agreement.