Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.
Escrow Amount. (a) As a mechanism to satisfy the indemnification obligations of the Chairman Parties under Section 1, the Chairman Parties agree that at or as soon as practicable after the Chairman Parties receive the payment in respect of their Shares and/or Company Share Awards under the Merger Agreement, the Chairman Parties shall deposit an amount equal to US$40,000,000 (such amount, the “Escrow Amount”) or otherwise cause the Escrow Amount to be deposited with Citibank, N.A., Hong Kong Branch as escrow agent (the “Escrow Agent”), which shall be held by the Escrow Agent pursuant to an escrow agreement to be entered into on the Closing Date by and among Parent, the Chairman Parties and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Parent may direct that the Escrow Amount be funded by directly deducting from the proceeds received or receivable by any Chairman Party pursuant to the transactions contemplated by the Merger Agreement and be placed in the Escrow Account and each Chairman Party irrevocably authorizes the foregoing. The Chairman Parties further agree that their indemnification obligations under Section 1 shall be satisfied first from the Escrow Amount, and to the extent the Escrow Amount is insufficient to fully satisfy such indemnification obligations, the Chairman Parties agree that they shall be jointly and severally liable to indemnify Parent for any and all Losses that are not recoverable from the Escrow Amount (all such Losses, up to the Indemnification Cap, the “Excess Amount”). In the event the Chairman Parties fail to pay the entire Excess Amount to Parent (or as directed by Parent to the Company) within five (5) Business Days following written demand by Parent, (i) Parent shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount, in addition to any other legal remedies available to it by: (i) setting-off any dividends or distributions otherwise payable to the Chairman Parties in respect of their ownership interest in Holdco, as the case may be, from time to time, against any unpaid Excess Amount; and/or (ii) at the election of the Sponsors, either the Sponsors (on a pro rata basis in accordance with the Sponsors’ relative equity investments in Holdco) or Holdco shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount by purchasing one or more Chairman Parties’ equity interests in Holdco, at a price per share equal to 50% of the per share va...
Escrow Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement (the “Escrow Agreement”) mutually agreed among the Parties and Xxxxx Fargo Bank, N.A., or any other financial services institution agreed to in writing by the Parties (the “Escrow Agent”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.
Escrow Amount. The "ESCROW AMOUNT" shall be a number of shares of Parent Common Stock obtained by multiplying (x) the Aggregate Company Common Number by (y) the Exchange Ratio by (z) 0.10.
Escrow Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement mutually agreed among the Parties and the Escrow Agent (the “Escrow Agreement”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.
Escrow Amount. During the Escrow Period, upon the payment of the Promissory Note, Purchaser shall promptly deliver to the Escrow Agent $7,000,000 in cash from such payment (the “Promissory Note Escrow Amount” and, together with the Initial Escrow Amount, the “Escrow Amount”), by wire transfer of immediately available funds.
Escrow Amount. (i) The term “Escrow Amount” means an amount in cash equal to the sum of (A) $7,500,000.00 (the “General Escrow Amount”), plus (B) the Specified Liability Escrow Amount (as defined below).
Escrow Amount. On the later of 45 Business Days from the date hereof and September 15, 1996 (unless this Agreement is terminated prior to such date pursuant to Section 9.3), $175,000 of the Purchase Price ("Escrow Amount") shall be deposited by Buyer into an interest bearing escrow account set up and maintained by the Escrow Agent pursuant to the Escrow Agreement. All fees, costs and expenses of the Escrow Agent to be paid pursuant to the Escrow Agreement shall be payable one-half by Buyer and one-half by Seller.
Escrow Amount. (a) Concurrently with the payment of the Purchase Price Adjustment in accordance with Section 1.03(e), the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount (after taking into account the payment of the Purchase Price Adjustment), if any, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), (y) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(ii) (but in no event shall (y) be less than zero), and (z) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof to the extent in excess of the amount set forth in (y) above. Promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) the Covenant Limitation Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) hereof. Promptly following the later to occur of (i) three Business Days following the final determination of the Post Closing Statement, and (ii) December 31, 2011 (such later date, the “Interim Release Date”), the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, the sum of (x) $2,500,000 less any amount previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i), and (y) any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(i) or (ii); provided, however, if (X) the Buyer has not made a claim against the Seller or the Company pursuant to Section 9.03(i) on or prior to the Interim Release Date, on the Interim Release Date, the Seller and the Buyer shall direct the Escrow Agent to deliver to the Seller the remaining Escrow Amount, minus, to the extent available, any amount subject to any unresolved claims made by any Buyer Indemnitee pursuant to Section 9.03(ii) or (Y) if, as of the Interim Release Date, the sum of (I) the amounts previously paid out to any Buyer Indemnitee pursuant to Section 9.03(i) as of the Interim Release Date and ...
Escrow Amount. (i) Any amounts payable to any Holder pursuant to this Agreement shall be paid first out of the Escrow Amount to the extent of the then remaining Escrow Amount.
