The Escrow Agreement. The Escrow Agreement has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by, and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and binding agreement of, the Company, enforceable against the Company in accordance with it terms, except as the enforcement thereof may be limited by the Enforceability
The Escrow Agreement. On or prior to the Closing Date, the Company shall deliver each the following:
The Escrow Agreement. The Escrow Agreement has been duly authorized by all necessary corporate action on the part of the Escrow Issuer and the Company and, on the Closing Date, will have been duly executed and delivered by, and, assuming due authorization, execution and delivery by the Trustee and the Escrow Agent, will constitute a valid and legally binding agreement of, the Escrow Issuer and the Company, enforceable against the Escrow Issuer and the Company in accordance with its terms, subject to the Enforceability Exceptions. The Escrow Agreement, when executed and delivered, will create in favor of the Trustee, for the benefit of itself and the holders of the Notes, valid and enforceable security interests in and liens on the Escrow Account and the Escrowed Property, subject to no other liens, charges or encumbrances. Upon execution of the Escrow Agreement, the establishment of the Escrow Account, the issuance of the Notes and the deposit of the Escrowed Property in the Escrow Account by or at the direction of the Escrow Issuer, the lien on and security interest in all of the Escrow Issuer’s right, title and interest in the Escrow Account and the Escrowed Property, granted in favor of the Trustee for the benefit of the holders of the Notes pursuant to the Escrow Agreement, will constitute a perfected security interest in the Escrow Account and the Escrowed Property, which will not be subject to any other lien, charge or encumbrance.
The Escrow Agreement. The escrow securities account agreement by and among the Company and U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), to be dated as of the Closing Date (the “Escrow Agreement”), has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Escrow Agreement will conform in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus.
The Escrow Agreement. The Escrow Agreement has been duly authorized by the Issuer and, on the Closing Date, will have been duly executed and delivered by the Issuer and will constitute a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity. When executed and delivered to the Escrow Agent on the Closing Date, the Escrow Agreement will grant and create a valid and enforceable security interest in favor of the Escrow Agent for the benefit of the Trustee in the Escrow Account, all deposits therein and all proceeds thereof, which security interest will secure the redemption of the Securities if the conditions set forth in the Escrow Agreement to the Escrow Release are not satisfied on or prior to the Outside Date.
The Escrow Agreement. The Escrow Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and, to the Company’s knowledge, duly executed and delivered by each officer, director and director nominee of the Company and constitutes a valid and legally binding obligation of the Company and the Sponsor and, to the Company’s knowledge, a valid and legally binding obligation of each officer, director and director nominee of the Company, enforceable in accordance with its terms against the Company and the Sponsor and, to the Company’s knowledge, each officer, director and director nominee of the Company,, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Escrow Agreement. The Escrow Agreement has been duly authorized by the Issuers and the Escrow Guarantor and, on the Closing Date, will have been duly executed and delivered by, and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and binding agreement of, the Issuers and the Escrow Guarantor, enforceable against the Issuers and the Escrow Guarantor in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions. The Escrow Agreement will, on the Closing Date, create in favor of the Trustee, for the benefit of itself and the holders of the Notes, as applicable, a legal, valid and enforceable security interest in the Escrowed Funds described therein as security for the Notes, as applicable, to the extent that a legal, valid, binding and enforceable security interest in such Escrowed Funds may be created under any applicable law of the United States of America and any states thereof, including, without limitation, the applicable Uniform Commercial Code (“UCC”), which security interest, upon execution of the Escrow Agreement, will constitute a fully perfected lien on, and security interest in, all right, title and interest of each Issuer in such Escrowed Funds.
The Escrow Agreement. Subject to Article 6 hereof, the First Option and the Second Option (collectively, the "Options") and all shares issued upon the exercise of the Options shall be held subject to the escrow agreement attached hereto as SCHEDULE "A" to the Initial Employment Agreement (the "Escrow Agreement").
The Escrow Agreement. The Escrow Agreement has been duly authorized by the Company and, on the Closing Date, to the extent the Spin-off is not consummated on or prior to such date, will have been duly executed and delivered by the Company, and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions. Upon the execution of the Escrow Agreement, the establishment of the Escrow Account, the issuance of the Notes and the deposit of the Escrowed Funds in the Escrow Account by the Company, the Company will own, have rights in, and have the power and authority to assign rights in the Escrowed Funds, free and clear of any liens, except those created pursuant to the Escrow Agreement. If executed and delivered in accordance with the terms of this Agreement on the Closing Date, the lien on and security interest in the Collateral in favor of the Trustee for the benefit of the holders of the Notes, granted pursuant to the Escrow Agreement, will constitute a valid and perfected, first-priority security interest that is not be subject to any other lien, charge or encumbrance except as permitted by the Escrow Agreement.
The Escrow Agreement. The Note and a Guaranty Agreement in the form attached to this Agreement as Exhibit I;
