Representative Escrow Account definition

Representative Escrow Account shall have the meaning set forth in Section 2.10(b)(iii).
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Representative Escrow Account means a segregated interest-bearing account established by the Escrow Agent to hold the Representative Escrow Amount;
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Representative Escrow Account means the account into which the Representative Escrow Amount is deposited with the Escrow Agent and held by it, subject to disbursement as provided in this Agreement and in the Escrow Agreement.
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Examples of Representative Escrow Account in a sentence

  • The Equityholders’ Representative Escrow Account shall be available to indemnify and hold the Equityholders’ Representative harmless against any Liability or Damage incurred by the Equityholders’ Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, except to the extent that any such Liability or Damage is the proximate result of the gross negligence or bad faith of the Equityholders’ Representative.

  • Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account.

  • The Equityholders’ Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Equityholders’ Representative in connection with actions taken by the Equityholders’ Representative pursuant to the terms of Section 2.7, Article III, Article IX, Article X or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Equityholders’ Representative Escrow Account.

  • At the Effective Time, Buyer will cause the Sellers’ Representative Fund Amount to be delivered on behalf of the Sellers to the Escrow Agent for deposit into the Sellers’ Representative Escrow Account.

  • The balances of the Indemnification Escrow Account, the Incremental Escrow Account, and the Security Holders’ Representative Escrow Account are the sole remedies for claims by the parties to the Merger Agreement against the shareholders of the Predecessor Company.

  • At the Closing, Parent shall pay (or cause to be paid) by wire transfer of immediately available funds, to the Stockholder Representative, the Stockholder Representative Escrow Amount, to be held by the Stockholder Representative in the Stockholder Representative Escrow Account for purposes set forth in this Agreement or any applicable Transaction Document.

  • This portion of the Merger Consideration totaling$42,250,000 was deposited at a commercial bank into four escrow accounts: $6,500,000 into a Working Capital Escrow account, $30,750,000 into an Indemnification Escrow account, $2,500,000 into an Incremental Expense Escrow account, and $2,500,000 into a Security Holders’ Representative Escrow Account.

  • The Escrow Agent will hold the Sellers’ Representative Fund Amount, and all interest and other amounts earned thereon (if any) in escrow pursuant to the Sellers’ Representative Escrow Agreement, and for purposes of this Agreement the “ Sellers’ Representative Fund Property ” means, at any given time, the funds contained in the Sellers’ Representative Escrow Account at that time.

  • The Stockholders’ Representative Escrow Account shall be held by the Escrow Agent until the Final Escrow Termination Date.

Related to Representative Escrow Account

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Escrow Accounts means any escrow account in which Escrowed Proceeds are deposited and held.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Professional Fee Escrow means an escrow account established and funded pursuant to section 2.6 of the Plan.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • Indemnity Escrow Amount means $5,000,000.

  • Reserve Account Initial Deposit means cash or Eligible Investments having a value of at least $____________.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Initial Deposit shall have the meaning set forth in Section 2.5(a).

  • Agent Payment Account means account no. 5000000030266 of Agent at Wachovia Bank, National Association, or such other account of Agent as Agent may from time to time designate to Administrative Borrower as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Collection Account means the account designated as such, established and maintained pursuant to Section 5.1.

  • Expense Fund has the meaning set forth in Section 10.20(d).

  • Operating Account means a demand deposit account maintained at the Funding Bank in Borrower's name and designated for funding that portion of each Eligible Loan not funded by a Warehousing Advance made against that Eligible Loan and for returning any excess payment from an Investor for a Pledged Loan or Pledged Security.