Escrow Amounts. The Cash Escrow Deposit amounts and any benefits of any interest or other income earned thereon (collectively, the "ESCROW AMOUNTS" or "Escrow Funds"), shall be held by the Escrow Agent in accordance with the terms of this Agreement.
Escrow Amounts. At the Closing, the Purchaser shall deliver to Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), under the escrow agreement dated the Closing Date, by and among the Purchaser, the Seller and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), (i) an amount equal to Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) (the “Indemnity Escrow Amount”) and (ii) an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Working Capital Escrow Amount” and, together with the Indemnity Escrow Amount, collectively, the “Escrow Amounts”).
Escrow Amounts. At the Closing, Purchaser shall deposit (i) an amount equal to the Indemnity Escrow Amount into an escrow account with the Escrow Agent (the “Indemnity Escrow Account”) and (ii) an amount equal to the Working Capital Escrow Amount into an escrow account with the Escrow Agent (the “Working Capital Escrow Account”), in each case to be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement by and among Purchaser, the Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). Upon the terms and conditions set forth therein, the Escrow Agreement will provide for the disbursement of (A) the Working Capital Escrow Amount in accordance with Section 2.4 and (B) the Indemnity Escrow Amount in accordance with Article IX and the release of the remaining portion of the Indemnity Escrow Amount, if any, on the date that is the earlier of (1) the date upon which the final audit report is delivered with respect to the audited financial statements of Parent for the year ended on or about December 31, 2017 or (2) the eighteen-month anniversary of the Closing Date (the earlier such date, the “Expiration Date”), less amounts then being held by the Escrow Agent pending resolution of indemnification claims of Purchaser Indemnified Parties pursuant to Article IX (which shall be disbursed thereafter in accordance with the Escrow Agreement).
Escrow Amounts. The “Indemnification Escrow Amount” shall be an amount equal to $6,586,790. The “Transaction Incentive Plan Indemnity Amount” shall be an amount equal to $413,210. Seller hereby authorizes and instructs Buyer, at the Closing, to deduct the Indemnification Escrow Amount from the Base Consideration and the Transaction Incentive Plan Indemnity Amount from the Expected Base Transaction Incentive Plan Amount, and to deliver such funds to the Escrow Agent to be held in an escrow account (the “Escrow Account”), in accordance with the terms and conditions of the Escrow Agreement.
Escrow Amounts. The funds in the Adjustment Escrow Account shall be available to satisfy any amounts payable to the Purchaser and the Sellers pursuant to Sections 2.7(a) and 2.7(b), and the funds in the Indemnity Escrow Account shall be available to satisfy any amounts payable by the Sellers to the Purchaser pursuant to Section 2.7(b) and to satisfy any Losses for which indemnification is provided by the Sellers in accordance with and subject to the terms and conditions of Article V. The Escrow Agent shall be directed to hold the funds in the Adjustment Escrow Account and the Indemnity Escrow Account as security for any such obligations pursuant to the terms and conditions of the Escrow Agreement. On or promptly after the Expiration Date, the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay to each Seller by wire transfer of immediately available funds, to an account designated in writing by such Seller, such Seller’s Pro Rata Indemnification Share of the funds remaining in the Indemnity Escrow Account (if any), less any portion thereof that is subject to a pending claim pursuant to Article V. Upon final resolution of any such unresolved claim in respect of which amounts had been retained (to the extent not utilized to satisfy such unresolved claims), the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay such retained amounts to each Seller based on such Seller’s Pro Rata Indemnification Share in accordance with the preceding sentence.
Escrow Amounts. At the Closing, Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into an escrow account to be held by the Escrow Agent in accordance with the terms of this Agreement and the Adjustment Escrow Agreement.
Escrow Amounts. Notwithstanding any other provisions of this Agreement to the contrary, (A) each distribution of Merger Consideration, Option Merger Consideration, and/or SAR Merger Consideration payable to an Escrow Participant pursuant to this Section 1.6 shall be reduced by such Escrow Participant’s Pro Rata Portion of the Escrow Amount and the Stockholder Representative Amount in accordance with Section 6.3 hereof, and (B) each Escrow Participant’s Pro Rata Portion of the Escrow Amount and the Stockholder Representative Amount shall be deposited into the Escrow Fund and the Stockholder Representative Fund as provided herein. Notwithstanding anything herein to the contrary, the amount deposited into the Stockholder Representative Fund shall be reduced by all applicable income and employment Tax withholdings from deposits thereto with respect to the Optionholders and SAR holders.
Escrow Amounts. The Company shall have received evidence of delivery of the Escrow Amount to the Escrow Agent.
Escrow Amounts. (i) Buyer will deposit the sum of $50,000 (the "Indemnification Escrow Amount") into escrow at the Closing with Mellon Trust of New England, N.A. (the "Escrow Agent") as security for the full and timely payment and performance by the Company of its obligations under Section 8 of this Agreement. Unless and except to the extent that such funds are to be repaid to Buyer as provided in Section 8 of this Agreement or are subject to pending claims under such section, such amounts shall be released from escrow and paid to Seller upon the expiration of twelve (12) months from the Closing.
Escrow Amounts. All amounts deposited (i) in the Indemnification Escrow Fund shall be used to secure the Escrow Participant’s obligations pursuant to Section 7.2 hereof and
