Non Delivery of Escrow Agreement Sample Clauses

Non Delivery of Escrow Agreement. If for whatever reason, the Pre-Closing Action set forth in Section 6.1 (c) of this Agreement (delivery of the Escrow Agreement) is not completely fulfilled within time while all other Pre-Closing Actions or Pre-Closing Conditions are being either met or waived by the respective Party, the Closing (as defined hereinafter) shall occur. Already if and when it becomes apparent, that the Escrow Agreement can not be delivered within time, the Parties shall use their reasonable best efforts, co-operate fully and take all actions and measures required or appropriate to establish - before Closing (as defined hereinafter) occurs - a new bank account to be opened jointly by the Seller's or a Seller' representative and the Buyer or a Buyer's representative at a major German bank (hereinafter referred to as the "Suspense Escrow Account"), with it to be ensured that the Seller's or the Seller' representative (as the case may be) on the one hand and the Buyer or a Buyer's representative (as the case may be) on the other hand can only dispose jointly of the sums paid into the Suspense Escrow Account (so-called "und-Konto"). In such case, on Closing (as defined hereinafter) and deviating from Section 5.4 (b) above, the Escrow Amount shall be paid into the Suspense Escrow Account and remain there, until the Escrow Agreement has been delivered and the Escrow Account respectively the Escrow Securities Deposit are in place. Section 5.6 shall apply analogously with regard to the Suspense Escrow Account. The right of the Sellers to replace the Escrow Amount by the TEREX Escrow Stock shall remain unaffected, but be suspended (gehemmt) Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -33- ________________________________________________________________________________ until the Escrow Agreement is being delivered. The Parties shall in such case, however, before, on and after Closing (as defined hereinafter), use their reasonable best efforts, fully co-operate and take all measures and actions required or appropriate in order to achieve a situation which is similar to the situation that would have occurred, if the Pre-Closing Action set forth in Section 6.1 (c) of this Agreement (delivery of the Escrow Agreement) had been met in time. The Parties shall in particular (i) continue to use their reasonable best efforts, fully co-operate and take all measures and actions required or appropriate in order to deliver the Escrow Agreement as soon as possible, and a...
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Related to Non Delivery of Escrow Agreement

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • NON-DELIVERY OF POSSESSION In the event Landlord cannot deliver possession of the Premises to Tenant upon the commencement of the Lease term, through no fault of Landlord or its agents, then Landlord or its agents shall have no liability, but the rental herein provided shall xxxxx until possession is given. Landlord or its agents shall have thirty (30) days in which to give possession, and if possession is tendered within such time, Tenant agrees to accept the demised Premises and pay the rental herein provided from that date. In the event possession cannot be delivered within such time, through no fault of Landlord or its agents, then this Agreement and all rights hereunder shall terminate.

  • Delivery of Closing Documents Seller shall have delivered or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Purchaser:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

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