Performance Escrow Agreement Sample Clauses

Performance Escrow Agreement. Purchaser's $6.0 million xxxxxxx money deposit made with the Escrow Agent pursuant to Section 1.2 hereof (exclusive of any interest or other earnings thereon, the "Escrow Deposit") shall be distributed as directed by Purchaser or as otherwise provided for in the Performance Escrow Agreement; provided, however that the Company may object to any distribution of the Escrow Deposit if, and only if, (a) Purchaser is requesting release of the Escrow Deposit to a person other than the Company prior to the earlier to occur of (i) termination of this Agreement, (ii) the date Company shall become obligated to pay Purchaser or any of its Affiliates the Termination Amount, the Bankruptcy Termination Amount or Purchaser Expenses, (iii) December 31, 2003 or (iv) the Closing, or (b) Purchaser has materially breached its obligations to consummate the transactions contemplated by this Agreement in a manner for which the Company would be entitled to damages pursuant to Section 6.4 hereof. Any objection by the Company must specify the reason for the objection, cross referencing the appropriate provision (and/or sub-provisions hereof) and detail the amount of distributions for which the objection is being made. The Company shall not object to any withdrawal of funds except as expressly provided herein, and if the Company so improperly objects, the Company shall promptly file a notice of withdrawal of its objection to the Escrow Agent in accordance with the terms of the Performance Escrow Agreement.
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Performance Escrow Agreement. Management of the Company and the Placement Agent shall have duly executed and delivered the Performance Escrow Agreement;
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Performance Escrow Agreement. 38 SECTION 4.16 ICAHN DIP FACILITY................................................. 38 SECTION 4.17 TRANSFER OF OWNED REAL ESTATE...................................... 38
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Performance Escrow Agreement. It shall be a condition to consummation of the transactions contemplated by this Agreement that on or about November 21, 2008, but subject to the execution and delivery of this Agreement by CIWT and Purchaser, the Performance Escrow Agreement dated October 14, 2008 by and between Xx. Xxxx Jinqing, Newbridge Securities Corporation and Xxxxxxxxx Xxxxxxxxxx & Beilly LLP shall be superseded and replaced by the Amended and Restated Performance Escrow Agreement in the form of Exhibit B hereto. The form of Performance Escrow Agreement attached as an exhibit to the Term Sheet shall be replaced and superseded by the Amended and Restated Performance Escrow Agreement.
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Performance Escrow Agreement. Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxx shall have entered into an agreement with the Company and a mutually acceptable escrow agent, pursuant to which their shares of the Company will be deposited into escrow for a period of two (2) years from the effective time of this Agreement, with certain portions of shares subject to cancellation based on the financial performance of the Company as measured for each of the two ( 2 ) years.
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Related to Performance Escrow Agreement

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

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

  • Performance Deposit Within one Business Day of execution of this Agreement, Purchaser shall pay to Seller by wire transfer a deposit in the amount of Forty Million Dollars ($40,000,000.00) (“Performance Deposit”) to be held by Seller in accordance with this Agreement. In the event that the transactions contemplated by this Agreement are consummated, the Performance Deposit shall be applied to the Purchase Price as set forth in Section 2.5(b) below. In the event this Agreement is terminated, the Performance Deposit plus any interest earned thereon shall be applied in accordance with the provisions of Article X.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • 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.

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

  • Creation of Escrow Account/Common Stock Account a. On or prior to the date of this Agreement the Escrow Agent shall establish an escrow account for the deposit of the Escrow Funds entitled as follows: eTotalSource, Inc./Cornell Capital Partners, LP. The Investor will wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 031201467 Account #: 2020000659170 Name on Account: David Gonzalez Attorney Trust Accoxxx Xxxx xx Xxb-Account: eTotalSource, Inc./Cornell Capital Partners, LP Escrow account

  • Holdback Agreement (a) If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning ten days prior to the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the termination in whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the Holders shall not be subject to the restrictions contained in this Section 4(a) unless each officer and director of the Corporation (regardless of the number of Shares then owned by such officer or director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions.

  • The Escrow Agent’s Fee Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as set forth in Exhibit A. Additionally, Escrow Agent is entitled to reasonable fees for extraordinary services and reimbursement of any reasonable out of pocket and extraordinary costs and expenses related to its obligations as Escrow Agent under this Agreement, including, but not limited to, reasonable attorneys’ fees. All of the Escrow Agent’s compensation, costs and expenses shall be paid by the Company.

  • 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.

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