PPP Escrow Agreement Sample Clauses

PPP Escrow Agreement. The Parent and Securityholders’ Representative shall negotiate in good faith to enter into the PPP Escrow Agreement, which shall provide that upon the CARES Determination Date, the Parent and Securityholders’ Representative shall deliver joint written instructions to the PPP Escrow Agent instructing the PPP Escrow Agent to release the PPP Escrow Amount in accordance with Section 2.13(b) herein.
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PPP Escrow Agreement. If and to the extent the Outstanding PPP Loan is not forgiven prior to Closing, a PPP Escrow Agreement, duly executed by Alliant Asset Management and the PPP Lender, effective as of the Closing Date, in form and substance reasonably acceptable to Purchaser. ​ ​
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PPP Escrow Agreement. See the PPP Escrow Agreement attached hereto.
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PPP Escrow Agreement. The Buyer will have received a copy of the PPP Escrow Agreement, duly executed and delivered by the Company and the PPP Escrow Agent.
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PPP Escrow Agreement. Executed counterpart signature pages of the PPP Lender, the Company and the Stockholder Representative to the PPP Escrow Agreement and;
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PPP Escrow Agreement. Executed counterpart signature page of Parent to the Escrow Agreement;
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PPP Escrow Agreement. The Seller, Purchaser and the PPP Lender shall have entered into an Agreement in form and substance satisfactory to the Purchaser, the Seller and the PPP Escrow Agent (the “PPP Escrow Agreement”) providing that the PPP Escrow Amount shall be held by the PPP Escrow Agent until such time as a decision is rendered by the U.S. Small Business Administration or other Governmental Entity with jurisdiction about whether repayment of all, any portion, or none of the outstanding principal, accrued interest, and all fees, charges, and other amounts relating to the PPP Loan are forgiven in the manner permitted by the CARES Act (a “Forgiveness Decision”). Promptly following the time that a Forgiveness Decision is rendered, the PPP Escrow Amount shall be disbursed as follows, and Purchaser and Seller shall issue joint written instructions as required by the PPP Escrow Agreement to this effect: (i) an amount of the PPP Escrow Amount necessary to repay the entire unforgiven portion of the principal, interest, and other fees and amounts relating to the PPP Loan, which shall be considered Indebtedness, shall be disbursed and paid to the PPP Lender in repayment and satisfaction of the unforgiven portion of the PPP Loan; and (ii) once the PPP Loan is satisfied in full, the remaining, unapplied amount of the PPP Escrow Amount, if any, shall be disbursed to Seller.
Sample 1
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PPP Escrow Agreement. Notwithstanding anything contained herein to the contrary, in the event that the parties hereto are unable to execute the PPP Escrow Agreement prior Closing, the parties will use commercially reasonable efforts to enter into the PPP Escrow Agreement as promptly as possible following the Closing in form and substance reasonably acceptable to Purchaser and Seller and, once so established, Purchaser shall fund the underlying account in accordance with Section 1.4(d).
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Related to PPP Escrow Agreement

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $56,000,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the Underwriters, to confirm such receipt by executing (by manual or facsimile signature) and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest ("Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

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