Pre-Closing Escrow Agreement definition

Pre-Closing Escrow Agreement has the meaning set forth in Section 3.1 of this Agreement.
Pre-Closing Escrow Agreement shall have the meaning assigned in Section 2.10(a).
Pre-Closing Escrow Agreement means the Pre-Closing Escrow Agreement, dated as of the date hereof, among Sellers, Purchaser and Escrow Agent.

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").


More Definitions of Pre-Closing Escrow Agreement

Pre-Closing Escrow Agreement has the meaning set forth in the recitals.
Pre-Closing Escrow Agreement means that certain Escrow Agreement, dated as of the date of this Agreement, among the Company, Rusnano and JPMorgan Chase Bank, National Association, in its capacity as the escrow agent thereunder with respect to the funds to be released upon the Initial Closing consummated under this Agreement.
Pre-Closing Escrow Agreement means the escrow agreement, dated as of ---------------------------- the date hereof, among the Buyer, FFMC and the Pre-Closing Escrow Agent..
Pre-Closing Escrow Agreement has the meaning set forth in Section 1.5(a) hereof. "Pre-Closing Escrow Shares" has the meaning set forth in Section 1.5(a) hereof. "Pre-Closing Escrow Shares Registration Statement" means the registration statement on Form S-3, or other applicable form of registration statement, prepared and filed with the SEC by Buyer pursuant to the Registration Rights Agreement providing for the resale of shares Class A Common Stock which comprise the Pre-Closing Escrow Shares.
Pre-Closing Escrow Agreement means the escrow letter agreement dated as of December 14, 2015 among Buyer, Seller and XxXxxxxx.

Related to Pre-Closing Escrow Agreement

  • 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.

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

  • 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).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Second Closing has the meaning set forth in Section 2.2.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Indemnity Escrow Amount means $3,000,000.