Severance Escrow Amount definition

Severance Escrow Amount means $1,155,074.00.
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Severance Escrow Amount has the meaning set forth in Section 2.9(b)(iv).
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Severance Escrow Amount means an amount, determined as of the Closing Date, equal to the amounts due under the employment agreements set forth on Schedule 8.02 if they were terminated as of the Closing Date in connection with a change of control. “Severance Escrow Fund” has the meaning set forth in Section 1.12(a)(ii). “Stockholder Consents” have the meaning set forth in the Recital to this Agreement. “Stockholders’ Representative” has the meaning set forth in Section 12.18(a). “Subject Materials” has the meaning set forth in Section 8.03(c). “Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity. 63
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Examples of Severance Escrow Amount in a sentence

  • Purchaser or the Company may at any time during the Severance Period, from time to time, upon notice to the Escrow Agent use all or any portion of the Severance Escrow Amount to make, or to reimburse the Company for payment of, Post-Closing Severance Payments and shall provide reasonable evidence of the amount and recipient of any Post-Closing Severance Payments to Sellers upon request.

  • Within seven (7) days after the Escrow Agent receives the Severance Notice, the Escrow Agent shall distribute the Severance Escrow Amount in accordance with such Notice.

  • The Severance Escrow Amount shall be held by the Escrow Agent in an escrow subaccount (the “Severance Escrow Subaccount”) and shall be invested, reinvested and otherwise maintained in the same manner as the General Escrow Amount.

  • A counterpart of joint written release instructions to the Escrow Agent, duly executed by a Responsible Officer of Seller authorized to deliver such instructions under the Escrow Agreement, instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account to Seller an amount equal to the Deposit, less the sum of (A) the Adjustment Escrow Amount and (B) the Severance Escrow Amount; (ii) FIRPTA Certificate.

  • Once the entire General Escrow Amount and Severance Escrow Amount have been paid pursuant to this Escrow Agreement, this escrow and the Escrow Agent’s duties hereunder shall automatically terminate.

  • On the Closing Date, Purchaser shall pay to Deutsche Bank Trust Company Americas, as escrow agent of the parties hereto (the “Escrow Agent”), the Severance Escrow Amount, to be held in escrow pursuant to the terms of the Escrow Agreement of even date herewith among Purchaser, Seller and the Escrow Agent (the “Escrow Agreement”).

  • At Closing, in addition to the payment by Purchaser of the Inter-Company Obligation pursuant to Section 1.3(c)(i), the Purchase Price shall be paid by Purchaser (i) funding the Severance Escrow Amount into escrow as described in Section 1.6(b) and (ii) paying the balance to Seller by wire transfer of immediately available funds to an account designated in writing by Seller.

  • The Escrow Agent shall hold the Severance Escrow Amount in escrow for the benefit of Buyer and Zartic until such time as Buyer notifies the Escrow Agent in writing to release the Severance Escrow Amount in accordance with Section 10.02(f) of the Purchase Agreement (the “Severance Notice”).

  • The Escrow Agent assumes no responsibility or liability to Buyer or Zartic or to any other persons, other than to deal with the General Escrow Amount and the Severance Escrow Amount held and received by it pursuant to the terms of this Escrow Agreement.

  • At the Closing, the Buyer and Seller shall submit a joint written instruction to the Escrow Agent, instructing the Escrow Agent to disburse from the Deposit-PPA Escrow Account, an amount to Seller equal to the Deposit (including any interest accruing thereon), less the sum of (a) the Adjustment Escrow Amount and (b) the Severance Escrow Amount.


More Definitions of Severance Escrow Amount

Severance Escrow Amount shall have the meaning given that term in Section 2.03(b).
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Severance Escrow Amount means $5,000,000.
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Severance Escrow Amount means $1,290,000. “Shortfall” is defined in Section 2.4(d)(i). “Specified Debt” means the Debt set forth on Schedule 1.1(e) of the Seller Disclosure Schedule. “Xxxxxxxx Xxxxx” means any trade name, trademark, service mark, slogan, domain name, logo, trade dress, or others source identifier containing the term “Sterling” or any confusingly similar word, name, abbreviation, derivation or extension thereof. “Submission” is defined in Section 2.4(c). “Subsidiary” or “Subsidiaries” means, with respect to any Person, another Person in which such first Person owns, directly or indirectly, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% percent or more of the equity interests of such Person). “Support Obligations” is defined in Section 7.5. “Taking” is defined in Section 7.15(a). “Target Working Capital” means $4,825,000. “Tax” or “Taxes” means any taxes and other similar governmental charges imposed by any Taxing Authority, including income, profits, gross receipts, net proceeds, capital gains, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, net worth, customs, duties, margin,
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Severance Escrow Amount means US$40,000,000.
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Severance Escrow Amount has the meaning set forth in Section 2.3(d).
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Related to Severance Escrow Amount

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

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

  • 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.

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

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

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

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

  • 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.

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

  • Severance Amount means:

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • 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 has the meaning set forth in Section 1.5.

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

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

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

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

  • 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”.

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

  • Release Amount has the meaning set forth in Section 4.3(f).

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

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

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

  • 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.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of: