Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, Intermediate Corp shall deposit the Escrow Amount into an interest-bearing account (the “Escrow Account”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiture.

Escrow Amount. At the ClosingEffective Time, Intermediate Corp shall deposit a portion of the Escrow Amount into Merger Consideration in an interest-bearing account amount equal to $10,000,000 (the “Escrow AccountAmount”) with shall be paid by Buyer to Xxxxx Fargo Bank, N.A., as escrow agent of the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date Parties (the “Escrow Release DateAgent”) ), to be held in escrow in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit A (subject to the “Escrow Agreement”). The Escrow Amount shall be held, invested and distributed in accordance with the terms of the Escrow Agreement relating and in accordance with this Section 3.2 and Article VIII hereof. Following the Closing and in accordance with Section 8.10, the Member Representative shall be entitled to then-outstanding indemnification claims). With respect direct the Escrow Agent, at any time and from time to time, to pay the following fees and expenses that may be incurred by the Member Representative on behalf of the holders of Units and the holders of Phantom Units out of the Escrow Amount: (a) the reasonable fees and disbursements of special outside counsel to the Member Representative incurred in connection with any amounts remaining indemnification claims for Damages pursuant to Article VIII, (b) the reasonable fees and expenses of any other agents, advisors, consultants and experts employed by the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (c) the reasonable fees and disbursements of the Member Representative’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement under Section 3.7(b) and (d) other reasonable out-of-pocket expenses of the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII or the procedures set forth in Section 3.7(b) (collectively, the “Member Allocable Expenses”). For the avoidance of doubt, all unpaid Member Allocable Expenses that have been submitted to the Escrow Account on Agent by the Escrow Release Date (subject to the terms Member Representative for payment and that are permitted hereby shall be paid out of the Escrow Agreement relating Amount by the Escrow Agent prior to then-outstanding indemnification claimsany payment being made by the Escrow Agent of any portion of the Escrow Amount to any Buyer Indemnified Party or to any holder of Units (other than Preferred Units) or Phantom Units (bother than Preferred Phantom Units) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall 8.10. In no event will Buyer or the Member Representative be immediately distributed pursuant to Section 3.4(b) and (ii) responsible for payment of Member Allocable Expenses in excess of the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureAmount.

Escrow Amount. At On the ClosingClosing Date and in connection with paying the Merger Consideration to the Stockholders in exchange for their shares of Company Capital Stock pursuant to this Section 3.01, Intermediate Corp Sunrise shall deposit in escrow an amount equal to the sum of (x) the Medicare Cap Liability Escrow Amount into an interest-bearing account plus (y) the Indemnity Escrow Amount (the “Escrow AccountAmount”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date United Bank (the “Escrow Release DateAgent”) to be held and disbursed as contemplated in Article 10 and pursuant to the terms and conditions of an Escrow Agreement to be entered into among the parties at Closing in the form attached hereto as Exhibit B (subject the “Escrow Agreement”). Any amounts that are not to be disbursed to the Sunrise Indemnified Parties pursuant to the terms of the Escrow Agreement relating and Article 10 hereunder shall be distributed to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject Principal Stockholders’ Representative pursuant to the terms and conditions of the Escrow Agreement relating to then-outstanding and Article 10 in exchange for the representations, warranties, covenants and agreements of the Principal Stockholders contained in this Agreement, including the indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the obligations under Article 10. The Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) Amount shall be immediately held in escrow and, as provided in Article 10, shall be available to pay the Sunrise Indemnified Parties and shall be distributed pursuant to the terms and conditions of the Escrow Agreement and the terms and conditions of this Section 3.4(b3.01(b) and (ii) the portion of such amount allocable Article 10 to the Option Holders entitled to payment thereof pursuant to Section 3.3 Principal Stockholders’ Representative. The Escrow Amount shall be remitted reduced from time to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid time in accordance with Article 10, and shall be increased from time to time by the provisions amount of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensationany interest, including the provisions contained therein relating to the receipt of dividends, earnings and other income on such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureamount.

Escrow Amount. At the Closing, Intermediate Corp shall deposit an amount equal to $8,450,000 (pro rata based upon the total consideration to be received by such holder at Closing, the “Escrow Amount”) will not be distributed to holders of Company Shares in accordance with Section 2.1.3 but rather will be deposited by Parent with, and held by BNY Mellon Shareowner Services or other bank or trust company as Parent may choose in its discretion, as escrow agent, in an escrow fund in accordance with the Escrow Amount into an interest-bearing account Agreement substantially in the form attached hereto as Exhibit 2.2.1(a) (the “Escrow AccountAgreement”) to fund payments related to Net Working Capital to the extent required by Section 2.3 and to be the sole and exclusive remedy to secure claims by Parent or Surviving Corporation for indemnification under this Agreement, in accordance with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of Article VIII. The Escrow Amount will be funded by an unsecured promissory note substantially as attached hereto as Exhibit 2.2.1(b) (the “Escrow Note”). Parent will have the option of paying the Escrow Note, upon release of the Escrow Amount, in either cash or Parent Common Stock. Any Parent Common Stock that Parent elects to use to pay the Escrow Note pursuant to this Section 2.1.1 will be valued based on the average daily closing share price for Parent Common Stock quoted on The NASDAQ Global Market or similar quotation service for the ten (10) trading days prior to payment of the Escrow Note The release of the Escrow Amount will occur promptly following eighteen (18) months from the Closing, and shall be subject to the terms hereof and of the Escrow Agreement; provided, however, that in the event of any conflict between this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to Agreement, the terms of the Escrow Agreement relating will control. The Escrow Agreement shall provide that interest accruing to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms Amount shall become part of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution escrowed funds and that for purposes of a claim pending on distribution, such interest shall follow the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeitureprincipal amount.