Warranty Escrow Agreement definition

Warranty Escrow Agreement means the agreement governing the Warranty Escrow Account to be entered into between the Sellers, collectively represented by Nordic Capital, the Purchaser and the Warranty Escrow Agent, if applicable, as set forth in Section 9.4.
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Warranty Escrow Agreement means the Warranty Escrow Agreement to be executed at Closing, between the Parent, the Member Representative and the Warranty Escrow Agent, in such form as shall be agreed to by such parties prior to the Effective Date.
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Warranty Escrow Agreement shall have the meaning set out in Section 5.6.
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Examples of Warranty Escrow Agreement in a sentence

  • Such Activision Shares shall be held in the Escrow Account during such period of time as set forth in the Warranty Escrow Agreement (the "Hold Period").

  • The Purchaser, Travelbyus and GMP or the Escrow Agent, as applicable, shall have executed and delivered to the Vendors and NAGE the Closing Escrow Agreement and the Representation and Warranty Escrow Agreement.

  • Each of the Vendors, NAGE and GMP or the Escrow Agent, as applicable shall have executed and delivered to the Purchaser and Travelbyus the Closing Escrow Agreement and the Representation and Warranty Escrow Agreement.

  • In the event that the terms of this Warranty Escrow Agreement conflict in any way with the provisions of Section 1.1, Section 8.1 and 9.4 of the SPA, respectively, Section 1.1, Section 8.1 and 9.4 of the SPA shall prevail.

  • The Warranty Escrow Fund and the EC Escrow Fund shall be invested, maintained and disbursed in accordance with the terms and conditions of the Warranty Escrow Agreement and the EC Escrow Agreement, respectively and this Agreement.

  • There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the Parties other than those expressly set forth in this Agreement, the Payment Undertaking, the Representation and Warranty Escrow Agreement and any Closing Document.

  • The Warranty Escrow Amount standing on the Warranty Escrow Account shall be held and distributed by the Warranty Escrow Agent in accordance with this Warranty Escrow Agreement.

  • For greater certainty and notwithstanding anything contained herein, YC may bring a claim for Losses in respect of a breach by the Vendor of its representations and warranties contained in this Agreement and the funds deposited under the Representation and Warranty Escrow Agreement shall be used to satisfy any claim for Losses of YC pursuant thereto.

  • This Warranty Escrow Agreement sets forth all of the obligations of the Warranty Escrow Agent, and no additional obligations shall be implied from the terms of this Warranty Escrow Agreement or any other agreement, instrument or document.

  • Any dividends or distributions with respect to the Escrow Shares while held in the Escrow Account also shall be retained in the Escrow Account until the release of such Escrow Shares pursuant to the Warranty Escrow Agreement.


More Definitions of Warranty Escrow Agreement

Warranty Escrow Agreement means the agreement to be entered into on Closing Date between the Seller, the Purchaser and the Warranty Escrow Agent substantially in the form attached in Schedule 4;
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Related to Warranty Escrow Agreement

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • 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.

  • 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 and the Escrow Agent pursuant to which the Purchasers, shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • 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.

  • 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).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Indemnity Escrow Amount means $5,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

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

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

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

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Adjustment Escrow Amount means $1,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow and Paying Agent Agreement means, with respect to any Class, 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.