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.