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.
Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.
(ii) The Company and the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably wi...
Escrow Agreements. If it is determined that the utility will be adjusted as part of the highway contract; the State’s project manager must be notified immediately. The Utility Coordinator shall determine what funding amount is required based upon the applicable betterment or eligibility ratio. The State shall be notified immediately of the need for an Advanced Funding Agreement (AFA) by the Utility Coordinator. The Engineer shall coordinate the development of the required AFA with the utility owner and the State in accordance with established procedures of the State’s Contracts Services Section. Procure or verify all AFA payments have been submitted to the State.
Escrow Agreements. Shareholders, the Company, and the Escrow Agent (as defined in the Escrow Agreement) having executed and delivered the Escrow Agreement.
Escrow Agreements. The Buyer and the Escrow Agent shall have each executed and delivered the Indemnity Escrow Agreement and the Purchase Price Escrow Agreement.
Escrow Agreements. Purchaser and the Escrow Agent having executed and delivered the Escrow Agreement and the Working Capital Escrow Agreement.
Escrow Agreements. Each of the parties hereto, together with the Escrow Agent, shall have entered into the Escrow Agreements; and
Escrow Agreements. Each of the Sellers' Representative, the Purchaser and the Escrow Agent will have executed and delivered the Adjustment Escrow Agreement and the Indemnity Escrow Agreement (together, the "Escrow Agreements") and the Escrow Agreements shall be in full force and effect as of the Closing and shall not have been amended or modified.
Escrow Agreements. The Escrow Agreements shall have been duly executed by Sellers."
Escrow Agreements. Execute and deliver to Purchaser the Escrow Agreements.
