Effect of Escrow. Notwithstanding the delivery of the Escrow Documents to the Escrow Agent in accordance with Section 2 of this Escrow Agreement, XFM and XML agree that the merger and the other transactions provided for or contemplated in the Merger Agreement shall be deemed closed and consummated for all purposes, subject only to the conditions subsequent contained in Section 4.1 of the Merger Agreement and the requirements of Section 5(b) of this Escrow Agreement.
Effect of Escrow. The Escrowed Items shall be held in escrow by the Escrow Agent from the date hereof up to and including the latest of (the "Escrow Period"); (i) the date that the Transaction Parties deliver a duly executed certificate in the form of Schedule "B" to the Escrow Agent (the "Release Certificate"); (ii) the date that the Transaction Parties deliver a duly executed certificate in the form of Schedule "C" to the Escrow Agent (the "Unwinding Certificate") and (iii) October 1, 2012 (the "Escrow Period Last Date"). The Transaction Parties acknowledge and agree, for greater certainty and without limitation, that at the sole option of the Buyer, to be exercised on the delivery of written notice from the Buyer to the Transaction Parties and the Escrow Agent, the Escrow Period and the Escrow Period Last Date may be extended, to a date that is selected by the Buyer, not to exceed an additional 12 months from the date of this Agreement. The Transaction Parties do hereby covenant and agree to deliver the Release Certificate as soon as practicable after receipt of written confirmation of the release of the Embargo. For greater certainty and without limitation, before the Transaction Parties sign the Release Certificate, the following shall occur:
Effect of Escrow. Notwithstanding the delivery of the Escrow Amount to the Escrow Agent in accordance with Section 2 of this Escrow Agreement, the parties agree that Escrow Amount shall be deemed the property of Buyer, subject to the terms and conditions of this Escrow Agreement.
Effect of Escrow. 5.1 The provisions of the Claims Escrow Account Agreement and of this agreement relating to the Claims Escrow Amount and the Claims Escrow Account shall not prejudice the rights of the Purchaser to make any Escrow Claim or limit the amount of any such Escrow Claims but subject to paragraph 5.2 below.
Effect of Escrow. Notwithstanding the delivery of the Escrow Documents to the Escrow Agent in accordance with Section 2 of this Escrow Agreement, OPI and ONSOURCE agree that the Merger and the other transactions provided for or contemplated in the Merger Agreement shall be deemed closed and consummated for all purposes, subject only to the conditions subsequent contained in Section 4.1 of the Merger Agreement and the requirements of Section 5(b) of this Escrow Agreement.
Effect of Escrow. The establishment of the Escrow Deposit shall not be deemed a limitation of liability or a restriction on any party's rights and remedies under this Agreement or at law or in equity.
Effect of Escrow. Notwithstanding the delivery of the Escrow Documents to the Escrow Agent in accordance with Section 2 of this Escrow Agreement, VETCO and SkyLynx agree that the Merger and the other transactions provided for or contemplated in the Merger Agreement shall be deemed closed and consummated for all purposes, subject only to the conditions subsequent contained in Section 4.1 of the Merger Agreement, the filing of the Merger Certificates and the requirements of Section 5(b) of this Escrow Agreement.
Effect of Escrow. Except as specifically provided herein, no Escrowed Person shall sell, assign, transfer, encumber or otherwise dispose of or deal with, in any manner whatsoever, any of the Escrowed Shares or any beneficial ownership thereof or any interest therein, or otherwise agree to or permit any of the foregoing, unless, until and to the extent that such Escrowed Shares are released from escrow pursuant to Article 3 hereof.
Effect of Escrow. Until the Signature Escrow Agent releases the Signature Pages from escrow in accordance with Section 4, the Reorganization Documents shall be deemed to be not executed, and none of the transactions contemplated by the Reorganization Documents shall be consummated or deemed to have become effective.
Effect of Escrow. The execution of this Agreement and the deposit of the above sums into escrow shall not be deemed the purchase of the Unit by the Subscriber. Rather, such sums shall be held in escrow with either the Escrow Agent (or in the Xxxxxxx Xxxxxxx Account upon satisfaction of the conditions specified in the Escrow Agreement) pending the simultaneous closing of the Acquisition Agreement, the Financing Note and this Agreement (the "Final Closing"). The purchase of the Units shall occur upon the Final Closing.
