Escrow Party definition
Examples of Escrow Party in a sentence
The Escrow Amount shall be withheld from the Merger Consideration that would otherwise be payable to the Company Escrow Parties on a pro rata basis, as determined by reference to the portion of the Merger Consideration each Company Escrow Party is entitled to receive in the Merger as compared to all other Company Escrow Parties (each Company Escrow Party’s “Pro Rata Share”).
Licensee on its behalf and on behalf of each other Escrow Party authorizes NCPS to immediately debit the amount of any Chargebacks from such escrow account to be returned to the Authorized User.
Notice given to the Stockholder Representative shall constitute notice given to each Company Escrow Party.
For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited.
No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of such Escrow Party hereunder.
Failing such appointment within thirty (30) days, the Escrow Agent shall be entitled to appoint such further person as process agent of the relevant Escrow Party and notify the other Parties of the name and address of such process agent.
The Escrow Agent is not acting under this Agreement as an investment manager, trustee, nor as an investment, legal or tax adviser to any Escrow Party for which it holds Safekept Documents, and the Escrow Agent’s duty in respect of the Safekept Documents is solely to safekeep the Safekept Documents in accordance with the applicable terms of this Agreement.
The Escrow Agent shall not under any circumstances be required to insure any Safekept Documents being so delivered and the risk of any loss or destruction of such Safekept Documents shall be borne by the Escrow Party to whom such Safekept Documents are to be delivered.
At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent.
Each Escrow Party shall, if the appointment of its process agent identified in Schedule 9 (Process Agents) ceases to be effective, immediately appoint a further person in England to accept service of process on its behalf in England and notify the other Parties of the name and address of such further person.