Escrowed Amount Sample Clauses
The "Escrowed Amount" clause defines the specific sum of money or assets that are to be held in escrow by a neutral third party during the course of a transaction. Typically, this amount is set aside to ensure that certain conditions or obligations outlined in the agreement are met before the funds are released to the appropriate party. For example, in a business acquisition, the escrowed amount might be held to cover potential post-closing adjustments or claims. The core function of this clause is to provide security and assurance to both parties by safeguarding funds until all agreed-upon requirements are satisfied, thereby reducing the risk of non-performance or disputes.
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Escrowed Amount. Upon the Closing, APCOA shall deliver, or shall cause to be delivered, directly to the escrow agent under the Escrow Agreement (the "Escrow Agent"), such amount of the cash portion of the Purchase Price (collectively with all interest and earnings thereon, the "Escrowed Amount"), to be held in an escrow account pursuant to the terms set forth herein and in an escrow agreement, substantially in the form attached as Exhibit B (the "Escrow Agreement"), which, together with the amount of an unconditional, personal guarantee from Myro▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇ form to be agreed) for an amount of up to $5 million (the "Guarantee"), totals $10,000,000. The Escrowed Amount and the Guarantee shall be available to satisfy any obligations of Standard Owners pursuant hereto, including under Section 2.4 or Article XI (it being understood and agreed, however, that Standard Owners shall promptly replenish any amount drawn against the Escrowed Amount, and any such amount shall not reduce the aggregate liability under the Guarantee, in respect of any obligation other than the indemnification obligations of Article XI (other than in respect of a breach of the representations and warranties contained in Sections 3.1(a)(i) and 3.2), so that the full Escrowed Amount and Guarantee shall be available to satisfy such indemnification obligations). Payments to APCOA from the Escrowed Amount or under the Guarantee shall be treated as reductions in the Purchase Price. The Escrowed Amount and payments on the Guarantee, or portions thereof, shall be paid to APCOA, or, in the case of the Escrowed Amount, to Standard Owners, from time to time as provided for and in accordance with Articles X and XI and in the Guarantee and the Escrow Agreement.
Escrowed Amount. The Buyers have deposited Fifty Thousand Dollars ($50,000) (the "Escrow Amount") into an escrow account with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C. The Escrow Amount shall be held for the benefit of the Buyers until the Closing. The Escrow Amount shall be distributed to the Sellers at the Closing (as defined below) and shall be considered a portion of the Purchase Price (as defined below). If this Agreement is terminated, if the Sellers fail to satisfy a condition precedent to the Buyers obligation to close or if for any other reason the Closing does not occur (other than due to the Buyers breach of any material provision of this Agreement), then the Escrow Amount shall immediately be returned to the Buyer Representative (as defined below) or to an account designated in writing by the Buyer Representative. If this Agreement is terminated as the result of the Buyers' breach of a material provision of this Agreement, then the Escrow Amount may be released to the Sellers in satisfaction of any claims that the Sellers may have against the Buyers for such material breach.
Escrowed Amount. In addition to the other limitations on indemnification set forth herein, the Buyer shall first seek a remedy from the Escrowed Amount pursuant to the Escrow Agreement with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from any Sellers. On August 31, 2012 (the “Release Date”), as provided in the Escrow Agreement certain amounts held in escrow will be released to the Sellers and Phantom Plan Participants, and thereafter any remaining amounts will be distributed to Buyer Indemnified Persons, the Sellers or Phantom Plan Participants as provided in the Escrow Agreement. As set forth in more detail in the Escrow Agreement, the Escrow Agent shall distribute to each Seller its Combined Percentage thereof, in each case less any amount that has previously been paid to the Buyer from the Escrow Amount on account of indemnity claims against such Seller pursuant to Section 9.1(a)(iii) or (iv), and as provided in the Phantom Plan Payment Agreement will remit to each Phantom Plan Participant its Combined Percentage thereof. As set forth in more detail in the Escrow Agreement, promptly as practicable following the resolution of each pending indemnification claim which was outstanding as of the Release Date (other than claims solely against one Seller arising under Section 9.1(a)(iii) or (iv), in which case after the resolution of the pending indemnification claim any related portion of the Escrowed Amount that is not released to the Buyer will be released solely to the applicable Seller), the Escrow Agent shall distribute to each Seller and each Phantom Plan Participant its Combined Percentage of the excess, if any, of (a) the amount so withheld with respect to such pending indemnification claim as of the Release Date, over (b) the amount used to satisfy the indemnification obligation of the Sellers pursuant to this Article IX and Phantom Plan Participant pursuant to the Phantom Plan Payment Agreement with respect to such pending indemnification claim.
Escrowed Amount. At Closing, Buyer shall deposit and deliver to Escrow Agent, One Hundred Eighteen Thousand Nine Hundred Thirty One Dollars ($118,931) in cash, (the "Escrowed Amount"), payable by wire transfer of immediately available U.S. federal funds to a bank account or accounts designated in writing by Escrow Agent, to be held by the Escrow Agent for a period not to exceed twelve (12) months from the date hereof, and released in accordance with the terms set forth in the Escrow Agreement.
Escrowed Amount. Buyer shall wire transfer $100,000 (the "Escrowed Amount") to the Escrow Agent at the Closing, to be held pending the exercise of any Set Off Claim by Buyer pursuant to Section 8(f) below.
Escrowed Amount. As to $1,000,000 of the Purchase Price, by depositing that amount (the “Escrowed Funds”) with the Escrow Agent under the Escrow Agreement at Closing, in trust, by wire transfers, according to the information and instructions provided to the Buyer by the Escrow Agent, or by certified cheques drawn on, or banker’s drafts issued by, a Canadian financial institution payable to, or to the order of, the Escrow Agent in immediately available funds, to be released by the Escrow Agent in accordance with the Escrow Agreement.
Escrowed Amount. At the closing, the Buyer shall deposit with the Escrow Agent a sum of [Escrowed amount in words] ( ) [Escrowed amount in numbers] (the “Escrowed Amount”).
Escrowed Amount. Section 2.2..............9
Escrowed Amount. Of the cash to be paid pursuant to Section 3.2(b), --------------- Positano shall place $9,350,000, allocated among the Holders in the amounts set forth on Annex A hereto, in escrow pursuant to the terms of the escrow ------- agreement, to be dated as of the Closing Date, among MB and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, BSH, SIG, Positano and an institutional escrow agent mutually satisfactory to them (the "Escrow Agent") substantially in the form attached as Annex C hereto ------------ ------- (the "Escrow Agreement"). Furthermore, pursuant to the Escrow Agreement, BSH ---------------- Shares and BSH Options allocated among the Holders in the amounts set forth on Annex A hereto, with an aggregate value of $9,350,000 shall be placed in escrow ------- (with such BSH Shares valued at the BSH Per Share Price upon contribution to the escrow and such BSH Options valued at the difference between the BSH Per Share Price and the per share exercise price of such option, multiplied by the number of BSH Shares subject to such option). The Escrowed Amount shall be security for the faithful performance of the indemnity obligations of the Holders to Positano under Section 7.2 hereof and will be subject to transfer to Positano in satisfaction of the indemnification obligations of the Holders as provided in this Agreement and the Escrow Agreement. Subject to the terms of Article 7 of this Agreement and the terms of the Escrow Agreement, the Escrowed Amount, less (a) any amount which shall be transferred to the HFCP Investors and Positano pursuant to the terms of this Agreement and the Escrow Agreement and (b) any Reserved Amount (as defined in the Escrow Agreement), shall be released to the Holders on the date which is 30 days after the receipt by BSH of the Fiscal 1999 Financial Statements (the "Release Date"). ------------
Escrowed Amount. On the date hereof, Buyer shall pay to ▇▇▇▇▇ & Co., Inc. in its capacity as escrow agent (“Escrow Agent”) under the Escrow Agreement, One Million Six Hundred Thousand Dollars ($1,600,000.00) (the “Deposit”; the Deposit, including any interest, income and earnings thereon, the “Escrow Property”). The Escrow Property shall be subject to release from escrow under the Escrow Agreement to Buyer or Seller in accordance with Section 2 of the Escrow Agreement and, if the Closing occurs, with this Section.