Examples of Pre-Closing Escrow Agreement in a sentence
Concurrently with the execution hereof and as an inducement to each Seller to enter into this Agreement, Buyer shall deliver to the Escrow Agent identified in the Pre-Closing Escrow Agreement dated as of the date of this Agreement among Buyer, Sellers and such Escrow Agent (the "Pre-Closing Escrow Agreement") cash in the amount of Five Million Dollars ($5,000,000) (together with interest and other earnings thereon, the "Pre-Closing Deposit") to secure, in part, Buyer's obligations hereunder.
Without limiting the foregoing, the Parties agree that the payment of the Pre-Closing Escrow Fund to the Company as contemplated in the Pre-Closing Escrow Agreement shall serve as liquidated damages for a Material Breach by Purchaser in the event of a termination under Section 8.1(b)(ii)(A).
On the date hereof, and as a condition to execution of this Agreement by MLP and MHC, Sub, MLP and MHC have entered into an escrow agreement substantially in the form of Exhibit A-1 attached hereto (the "Pre-Closing Escrow Agreement"), with the Paying Agent, whereby Sub has caused to be deposited a letter of credit (the "Letter of Credit") in the face amount of $9,000,000 (the "Escrow Deposit").
At Closing, the Pre-Closing Escrow Agent shall transfer in accordance with the provisions of the Pre-Closing Escrow Agreement the portion of the Consideration held in escrow to the Sellers’ Representative and shall deliver the shares certificates representing 100 per cent of the share capital of Tuscany and the shares certificates, representing the CLSH Shares, to the Buyer.
This Agreement, including all Exhibits and Schedules hereto, the Pre-Closing Escrow Agreement, the Post-Closing Escrow Agreement, the LMA, the Non-Competition Agreement, and each other agreement, certificate, or instrument delivered pursuant to or in connection with this Agreement, including the confidentiality agreement referred to in Section 6.4, in each case as in effect from time to time.
The Pre-Closing Escrow Agent shall hold the Earnxxx Xxxey (and all earnings thereon) under the terms of the Pre-Closing Escrow Agreement in trust for the benefit of the parties hereto.
Effective upon Seller’s receipt of the Closing Cash Payment, (a) the Pre-Closing Escrow Agreement is hereby terminated, and neither Party shall have any further rights or obligations thereunder, and (b) Seller hereby releases all rights and claims to the Deposit.
On the date hereof, and as a ------------------------ condition to execution of this Agreement by MLP and MHC, Sub, MLP and MHC have entered into an escrow agreement substantially in the form of Exhibit A-1 ----------- attached hereto (the "Pre-Closing Escrow Agreement"), with the Paying Agent, whereby Sub has caused to be deposited a letter of credit (the "Letter of Credit") in the face amount of $9,000,000 (the "Escrow Deposit").
In the event that the transaction contemplated herein is closed, the parties agree to direct the Escrow Agent at Closing to terminate the Pre-Closing Escrow Agreement and deliver the Pre-Closing Escrow Deposit to Purchaser at Closing, or as otherwise directed by Purchaser.
On the date of this Agreement, Buyer has deposited Five Hundred Thousand Dollars ($500,000) into an escrow account, which shall be governed by the terms of the escrow agreement dated the date hereof by and among Buyer, the Company and the Escrow Agent (the "Pre-Closing Escrow Agreement").