Escrow Agreement 2 definition

Escrow Agreement 2 has the meaning set out in Clause 11.4.1 of the Joint Venture Agreement.
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Escrow Agreement 2 means the escrow agreement of even date herewith among certain Parties and the Escrow Agent in relation to the Principal Vendors Escrow Shares.
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Escrow Agreement 2 has the meaning set out in Clause 11.4.1.
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Examples of Escrow Agreement 2 in a sentence

  • All Escrow Certificates so delivered to the Escrow Agent shall remain subject to the Escrow Agreement until the earliest of (1) the tender of such Escrow Shares in the Offer pursuant to the Escrow Agreement, (2) the date the Offer shall have been abandoned or terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement, or (3) the date that this Agreement is terminated in accordance with Section 4.03 (the earlier such date, the “Termination Date”).

  • Funds shall be released from that account in accordance with Section 4 (and Subscription Proceeds from Pennsylvania or Iowa residents may be deposited in a separate Partnership account in accordance with Section 5) only if the aggregate of all Subscription Proceeds received and accepted by the General Partner, including those Escrow Agreement 2 from Pennsylvania or Iowa residents, total $3,000,000 or more.

  • Xxxxxx Suite 1925, 000 Xxxx Xxxxxxx Xx. Xxxxxxxxx, XX X0X 0X0 XXXXXX to be held in escrow and dealt with in the same manner by Xxxxxx Xxxxxxx LLP as they would have been if delivered in escrow to the Escrow Bank, and on the terms of an escrow agreement which shall be the same as Escrow Agreement 2 with the necessary changes.

  • Escrow Agent shall have duly executed and delivered to Purchaser the Funds Escrow Agreement; (2) Seller and the Documents Escrow Agent shall have duly executed and delivered to Purchaser the Documents Escrow Letter; and (3) Seller shall have delivered to the Documents Escrow Agent all documents to be delivered by Seller as provided under the Documents Escrow Letter.

  • This Escrow Agreement shall terminate upon the earlier of: (1) the complete distribution of the Escrow Fund in accordance with this Escrow Agreement; (2) if no claims have been asserted in accordance with Article III, on the Claims Deadline; or (3) if claims have been asserted in accordance with Article III prior to the Claims Deadline, then whenever all such claims are resolved according to Article III.

  • Without limiting Section 18.10, the Vendor and the Purchaser will give such written directions to the Escrow Bank as may be necessary under Escrow Agreement 2 to effect the release of the funds referred to in Section 2.2(a) and the Centrasia Shares for the Purchased Shares and such other documentation as is required by the terms of this Agreement to be delivered on Closing.

  • The Dealer-Manager and the General Partner Escrow Agreement 2 will specifically identify subscriptions of Pennsylvania or Iowa residents to the Escrow Agent and will not commingle those subscriptions with subscriptions of residents of other states.

  • The Escrow Property and the Escrow Account shall be automatically released from the Lien and security interest securing the Obligations under any of the following circumstances: (1) under any applicable circumstance as provided in the Escrow Agreement; (2) pursuant to any amendment or waiver in accordance with Article 9; or (3) if all Obligations under this Indenture, the Notes and the Escrow Agreement have been paid in full in cash or immediately available funds.

  • Any indemnification to which any Buyer Indemnitee is entitled under this Agreement will: (1) first be made as a payment to such Buyer Indemnitee from amounts held in escrow in accordance with the terms of the Indemnity Escrow Agreement; (2) then be made as a payment to such Buyer Indemnitee from amounts held in escrow in accordance with the terms of the Installment Payment Escrow Agreement; and (3) then be the basis for a claim by such Buyer Indemnitee against Sellers.

  • Lease between the Company and H.G. Fenton Property Company* 8.1 Form of Escrow Agreement (2) 11.1 Consent of dbbMcKennon* 12.1 Validity Opinion of CrowdCheck LLP * Previously filed.


More Definitions of Escrow Agreement 2

Escrow Agreement 2 means an agreement in form and substance to the satisfaction of the Vendor and the Vendor's Solicitors and to the Purchaser and the Purchaser's Solicitors between the Vendor, the Purchaser and the Escrow Bank to facilitate the transactions contemplated in Section 2.2 and Articles 3 and 10.
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Escrow Agreement 2 shall have the meaning set out in Article 2.6(a).
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Related to Escrow Agreement 2

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

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

  • 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.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Disbursement Agreement means, on any date, the Disbursement Agreement, as originally in effect on the Closing Date, among the Borrower, Holdings, the Administrative Agent, the Discount Note Indenture Trustee, the Disbursement Agent, the Servicing Agent and the Securities Intermediary and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

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

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Payment Agreement means a written agreement which provides

  • Primary Agreement means the agreement to which this exhibit is attached.

  • Escrow End Date has the meaning set forth in the Escrow Agreement.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Subscription Agreements has the meaning specified in the Recitals hereto.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Price Agreement means a definite quantity contract or indefinite quantity contract which requires the contractor to furnish items of tangible personal property, services or construction to a state agency or a local public body which issues a purchase order, if the purchase order is within the quantity limitations of the contract, if any.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.