Non Delivery of Escrow Agreement Sample Clauses

Non Delivery of Escrow Agreement. If for whatever reason, the Pre-Closing Action set forth in Section 6.1 (c) of this Agreement (delivery of the Escrow Agreement) is not completely fulfilled within time while all other Pre-Closing Actions or Pre-Closing Conditions are being either met or waived by the respective Party, the Closing (as defined hereinafter) shall occur. Already if and when it becomes apparent, that the Escrow Agreement can not be delivered within time, the Parties shall use their reasonable best efforts, co-operate fully and take all actions and measures required or appropriate to establish - before Closing (as defined hereinafter) occurs - a new bank account to be opened jointly by the Seller's or a Seller' representative and the Buyer or a Buyer's representative at a major German bank (hereinafter referred to as the "Suspense Escrow Account"), with it to be ensured that the Seller's or the Seller' representative (as the case may be) on the one hand and the Buyer or a Buyer's representative (as the case may be) on the other hand can only dispose jointly of the sums paid into the Suspense Escrow Account (so-called "und-Konto"). In such case, on Closing (as defined hereinafter) and deviating from Section 5.4 (b) above, the Escrow Amount shall be paid into the Suspense Escrow Account and remain there, until the Escrow Agreement has been delivered and the Escrow Account respectively the Escrow Securities Deposit are in place. Section 5.6 shall apply analogously with regard to the Suspense Escrow Account. The right of the Sellers to replace the Escrow Amount by the TEREX Escrow Stock shall remain unaffected, but be suspended (gehemmt) Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -33- ________________________________________________________________________________ until the Escrow Agreement is being delivered. The Parties shall in such case, however, before, on and after Closing (as defined hereinafter), use their reasonable best efforts, fully co-operate and take all measures and actions required or appropriate in order to achieve a situation which is similar to the situation that would have occurred, if the Pre-Closing Action set forth in Section 6.1 (c) of this Agreement (delivery of the Escrow Agreement) had been met in time. The Parties shall in particular (i) continue to use their reasonable best efforts, fully co-operate and take all measures and actions required or appropriate in order to deliver the Escrow Agreement as soon as possible, and a...
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Related to Non Delivery of Escrow Agreement

  • Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

  • Execution and Delivery of Closing Documents Seller shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Buyer all of the documents described in Section 9.03.

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Release of Escrow Shares The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ---- any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "Release Notice") setting forth the number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Seller’s Deliveries in Escrow As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

  • Closing and Delivery of Documents At the Closing, the following shall occur as a single integrated transaction:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

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