Escrow Agreement Requests Sample Clauses

Escrow Agreement Requests. Borrower may request that any Bank (such Bank or any Bank which is a party to an Existing Escrow Agreement each shall be referred to as an "Escrow Bank" with respect to its Escrow Agreement) on behalf of Guarantor enter into an agreement or other similar arrangements with a municipality or any other Official Body, including without limitation any utility, water or sewer authority, or other similar entity in which a Guarantor or Affiliate of the Company conducts its business for the purpose of assuring such municipality or other Official Body that such Guarantor or Affiliate will properly and timely complete work it has agreed to perform for the benefit of such municipality or other Official Body, under the terms of which the New Escrow Bank will agree to set aside or otherwise make available a specified amount of funds which will be paid to such municipality or other Official Body in the event such Guarantor or Affiliate fails to perform such work (each a "New Escrow Agreement"). Each Existing Escrow Agreement has, and each New Escrow Agreement shall have, a maximum stated maturity date on or before the earlier of the following two dates: (1) four years from the date on which such Escrow Agreement becomes effective, or (2) one year after the Expiration Date. For purposes of this subsection, "stated maturity" is the expiration date of the Escrow Agreement without giving effect to any future extension thereof under an automatic renewal provision, provided that such automatic renewal provision permits the Escrow Bank to elect not to extend by giving written notice of cancellation to the beneficiary. If the termination date of the Escrow Bank's obligations under an Escrow Agreement shall extend beyond the Expiration Date, Borrower agrees to Cash Collateralize such Escrow Agreement at least fifteen (15) days or prior to the Expiration Date. Borrower also shall Cash Collateralize Escrow Agreements as described in Section 2.14(d) and otherwise in this Agreement. In no event shall (i) the aggregate obligations under Escrow Agreements entered into pursuant to this Section 2.11 by any Bank exceed such Bank's Escrow Agreement Issuance Limit; (ii) the L/C-Escrow Exposure exceed, at any time, the L/C-Escrow Sublimit; (iii) the Aggregate Credit Exposure exceed, at any time, the Commitments, or (iv) Borrower request that an Escrow Bank enter into an Escrow Agreement if entering into such Escrow Agreement would cause the Loan Parties to violate the covenant contained in S...
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Related to Escrow Agreement Requests

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Deliveries to the Escrow Agent (a) Concurrently with the execution and delivery of this Agreement, the Holder is delivering the Debentures and the Class B Warrants to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of the Outstanding Securities.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Escrow Instructions Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $56,000,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the Underwriters, to confirm such receipt by executing (by manual or facsimile signature) and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest ("Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

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