Examples of Tax Escrow Amount in a sentence
Notwithstanding anything to the contrary contained herein, if the Specified Tax Liability Condition has been satisfied in full on or prior to the Closing Date, (i) the Tax Escrow Amount shall not be withheld from the Closing Date Merger Consideration and instead shall be paid to the Equityholders in accordance with this Agreement and (ii) the parties hereto shall promptly amend the form of Escrow Agreement attached hereto to reflect the deletion of the Tax Escrow Account.
Simultaneously with the Closing, if the Specified Tax Liability Condition has not been satisfied, the Tax Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and StockAppreciation Rights and deposited by Parent into a separate account (the " Tax Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement.
Buyer shall pay the Indemnity Escrow Amount, the Tax Escrow Amount and the Adjustment Escrow Amount to the Escrow Agent in accordance with the Funds Flow Memorandum.
The amount so withheld from each Equityholder shall be equal to (i) the Tax Escrow Amount multiplied by (ii) such Equityholder's Applicable Percentage as set forth on Final Schedule I.
At the Effective Time, Parent shall pay and (i) deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount in accordance with Section 2.10, (ii) deliver to the Escrow Agent the Tax Escrow Amount in accordance with Section 2.16, and (iii) deposit into the Equityholder Representative Expense Fund Account the Equityholder Representative Expenses Fund Amount in accordance with Section 2.11.