WC Escrow Fund definition

WC Escrow Fund means the WC Escrow Amount plus any earnings (including interest and dividends) on the WC Escrow Amount and on any such earnings in accordance with the Escrow Agreement, as the same may be reduced from time to time by the amount of any payments to the Purchaser pursuant to Section 2.9(b).
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WC Escrow Fund means the WC Escrow Amount held by the Escrow Agent in accordance with this Agreement and the Escrow Agreement.
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Examples of WC Escrow Fund in a sentence

  • The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the WC Escrow Fund and the Escrow Fund escheat by operation of law.

  • This Escrow Agreement together with the Merger Agreement set forth the entire agreement and understanding of the Parties related to the WC Escrow Fund and the Escrow Fund.

  • Upon the disbursement of all of the WC Escrow Fund and the Escrow Fund, including any interest and investment earnings thereon, this Escrow Agreement shall terminate and be of no further force and effect except that the provisions of Sections 1.5(d), 3.1 and 3.2 hereof shall survive termination.

  • Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the WC Escrow Fund and the Escrow Fund and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order.

  • An “Unresolved Claim” means any claim for indemnification of Losses under this Article IX specified in any Officer’s Certificate delivered pursuant to Section 9.4(b), to the extent that such claim is not a Payable Claim and has not been satisfied (including by release to the Indemnified Party of cash from the Indemnification Escrow Fund or the WC Escrow Fund).

  • For the avoidance of doubt, in no event shall the Option Payment increase the Cash Merger Consideration or the Additional Cash Consideration, and in no event shall an Optionholder contribute to or be entitled to receive any distributions from the Escrow Fund, the WC Escrow Fund, or the Representative Reimbursement Amount.

  • In the absence of written investment instructions from the Parties, the Escrow Agent shall deposit and invest the Escrow Cash and WC Escrow Fund, including any and all interest and other income, in the M&T Bank Corporate Deposit Account, which is further described herein on Exhibit A.

  • With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payor and shall have no responsibility for performing tax reporting to the extent the WC Escrow Fund or the Escrow Fund is released hereunder.

  • A “Payable Claim” means a claim for indemnification of Losses under this Article IX, to the extent that such claim has not yet been satisfied (including by release to the Purchaser Indemnified Party of cash from the Indemnification Escrow Fund or the WC Escrow Fund), that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim.

  • Any balance remaining in the WC Escrow Fund shall be distributed by the Escrow Agent to the Company Equityholders based on their pro rata share in accordance with the Closing Date Allocation Schedule.

Related to WC 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.

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

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

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

  • 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.

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

  • 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.

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

  • 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.

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

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

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

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

  • 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”.

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

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

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

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

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

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

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

  • 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.