Supplemental Escrow Agreement Sample Clauses

Supplemental Escrow Agreement. Buyer and the Seller Parties shall execute such supplemental escrow instructions or supplemental escrow agreement as Escrow Agent may reasonably request, provided the provisions of such supplemental instructions or agreement do not materially conflict with the provisions of this Agreement. In the event of any conflict between this Agreement and such supplemental instructions, this Agreement shall control.
Sample 1See All (6)
AutoNDA by SimpleDocs
Supplemental Escrow Agreement. Unless GoAmerica provides Sony the software tools described in Exhibit B within the time provided in Exhibit B, the parties shall enter into an Escrow Agreement with DSI Technology Escrow Services, Inc. ("DSI") to provide for escrow deposit with respect to such software tools. Such Escrow Agreement shall be in substantially the form attached as Exhibit L and shall be mutually agreed within the time provided in Exhibit B.
Sample 1
Supplemental Escrow Agreement. (a) The parties acknowledge that, pursuant to Section 11(b)(v) of the U.S. Purchase Agreement, in the event, and to the extent, that any given claim or claims being asserted in good faith by the Purchaser could not be satisfied out of the assets being held under this Agreement, Purchaser may seek recourse by depositing earned, but not yet paid, Earnout Amounts with the Escrow Agent under this Agreement. The parties have now agreed, however, that any such sums should, contrary to the U.S. Purchase Agreement, be deposited with the Escrow Agent not under this Agreement but rather under a similar Escrow Agreement attached hereto as Exhibit C (the "Secondary Escrow Agreement"). Consequently, in the event of any such deposit by the Purchasing Group (which deposit must be accompanied by a Claim Notice under the Secondary Escrow Agreement alleging a Claimed Amount at least equal in amount to the amount being deposited), the attached Secondary Escrow Agreement shall be deemed automatically, on the date of the first such deposit (regardless whether the same shall occur prior to or after the termination of this Agreement), to have been executed and delivered by the parties hereto, and any sums then or thereafter deposited pursuant to the aforesaid Section 11(b)(v) shall be deemed to have been deposited thereunder.
Sample 1
Supplemental Escrow Agreement. To the extent the Pending Tax Matter has been finally and completely resolved prior to the Closing Date, this Article XIII shall be of no further force and effect and no funds shall be deposited into the First Supplemental Escrow at Closing and the funds that were originally to be deposited into such escrow shall be paid to Empress at Closing.
Sample 1
Supplemental Escrow Agreement. Each of Lucent, the Company, the Supplemental Escrow Agent and the Key Founders shall have entered into the Supplemental Escrow Agreement substantially in the form of Exhibit D hereto (the "Supplemental Escrow Agreement").
Sample 1

Related to Supplemental Escrow Agreement

  • Supplemental Agreements Without Consent of Applicable Certificateholders Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

  • Supplemental Agreements with Consent of Applicable Certificateholders Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any receipt by the Applicable Certificateholders of payments upon the Deposits.

  • Execution of Supplemental Agreements In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise.

  • Supplemental Agreements with Consent of Certificateholders With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Certificates of such series (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in such Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, relating to such Certificates, which consent shall not be unreasonably withheld), but shall not be obligated to, and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, any Intercreditor Agreement or any Liquidity Facility; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby:

  • Supplemental Agreements Without Consent of Certificateholders Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:

  • Supplemental Agreements This Trust Agreement may be amended or supplemented from time to time by the Depositor, the Securities Administrator and the Trustee upon the same terms and conditions as the Pooling and Servicing Agreement may be amended or supplemented.

  • Execution of Supplemental Trust Agreements No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) and Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

  • Supplemental Agreement The Company shall not consummate a Flip-over Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 (Consolidation, Merger or Sale or Transfer of Assets or Earning Power) and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of such Flip-over Event, the Principal Party will

  • Reference in Certificates to Supplemental Agreements Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand.

  • Effect of Supplemental Agreements Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

Time is Money Join Law Insider Premium to draft better contracts faster.