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Document Preview Escrow Agreement |
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Title: |
Escrow Agreement |
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Entities: |
Powerwave Technologies Inc.; REMEC, Inc.; Venture Law Group; Heller Ehrman White & McAuliffe |
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Date: |
2006 |
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Size: |
Preview shows 6KB of 20KB total |
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Price: |
$41 |
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ID: |
#1709691 |
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this Agreement) is entered into and effective as of September 2, 2005, by and among (i) Greater Bay Trust Company (the Escrow Agent), (ii) Powerwave Technologies, Inc., a Delaware corporation (Purchaser Parent) and (iii) REMEC, Inc., a California corporation (the Seller Parent). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, the Purchasers and Seller Parent have entered into an Asset Purchase Agreement, dated of March 13, 2005 (the Purchase Agreement), pursuant to which the Purchasers shall purchase substantially all of the assets of the Sellers and assume certain liabilities of the Sellers;
WHEREAS, Section 3.2 of the Purchase Agreement provides that Purchasers shall withhold from the Purchase Price paid to the Seller Parent and deposit into an account with the Escrow Agent (such deposit constituting the Escrow) an amount equal to Fifteen Million Dollars ($15,000,000) (the Escrow Amount), to be held for the purposes described in Section 1(b) below; and
WHEREAS, the parties to this Agreement desire to establish the terms and conditions pursuant to which the Escrow Amount will be deposited into, held in, and disbursed from, the Escrow.
AGREEMENT
NOW, THEREFORE, in reliance on the foregoing recitals and in and for the consideration and mutual covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Escrow and Indemnification.
(a) Escrow.
(i) The Escrow Agent agrees to accept delivery of the Escrow Amount from Purchasers and to hold the Escrow Amount delivered to it in escrow subject to the terms and conditions of this Agreement and the Purchase Agreement until the Escrow Agent is required to release such Escrow Amount, or a portion thereof, pursuant to the terms of this Agreement and the Purchase Agreement.
(ii) The Purchaser Parent shall pay Escrow Agent compensation (as payment in full) for the services to be rendered by Escrow Agent in accordance with the Escrow Fee Schedule attached hereto as Exhibit A. Payment of all fees and expenses of the Escrow Agent shall be the obligations of the Purchaser Parent.
(b) Indemnification. Under the Purchase Agreement, the Seller Parent has agreed to, and has agreed to cause the other Sellers to, indemnify and hold harmless the Purchasers from and against certain Losses or aggregate Losses exceeding five hundred thousand dollars ($500,000) as set forth in Section 9.2(a) of the Purchase Agreement, subject to the terms, conditions and limitations set forth in the Purchase Agreement. The Seller Parent acknowledges and agrees that if any Losses have been established which are subject to indemnification under Section 9.2(a) of the Purchase Agreement, the Purchasers shall be entitled to receive the amount of such Losses from the Escrow Amount, subject to the terms and conditions in the Purchase Agreement and herein.
1
2. Deposit of Escrow Amount; Release from Escrow.
(a) Delivery of Escrow Amount. At the Closing Date, Purchaser shall deliver the Escrow Amount to the Escrow Agent.
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