Backstop Escrow Agreement definition

Backstop Escrow Agreement means an escrow agreement by and among the Backstop Escrow Agent, the Company and the Purchaser, in substantially the form attached as Exhibit E hereto, that the Purchaser and the Company will execute on the date of, and subject to, the Second Closing.
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Backstop Escrow Agreement has the meaning given to such term in Section 1.3(b)
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Backstop Escrow Agreement has the meaning set forth in Section 2.7(e).
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Examples of Backstop Escrow Agreement in a sentence

  • Neither any Company Party nor any of its Subsidiaries has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with this Agreement, the Backstop Escrow Agreement, the Plan or any of the Contemplated Transactions or any of the transactions contemplated under the Plan.

  • Each of the Debtors shall have complied in all material respects with all covenants in this Agreement, the Backstop Escrow Agreement and the Restructuring Support Agreement and, if the Non-Ascent Restructuring Toggle has not occurred, Ascent shall have complied in all material respects with all covenants in the Restructuring Support Agreement.

  • On the Backstop Escrow Release Date, the Backstop Notes will be deemed to be issued to the Purchaser against the release of funds from the Backstop Escrow Account in accordance with the Backstop Escrow Agreement.

  • In the event that the Backstop Escrow Account is funded pursuant to this Section 2.5(d), (i) Section 2.5(e) below shall not apply and (ii) upon final resolution of such dispute the funds held in the Backstop Escrow Account shall be released in accordance with the terms of the Backstop Escrow Agreement.

  • In addition, subject to the performance of the obligations of the Company and the Purchaser in Section 2.3 and Section 2.4 of this Agreement, the parties hereto shall approve, execute and deliver, or cause to be approved, executed and delivered, in each case on behalf of itself or its Affiliates party thereto, as applicable, on the Second Closing Date, the Backstop Escrow Agreement.

  • Key’s assumption of the Rights Offering Escrow Agreement and entry into the Backstop Escrow Agreement (each as defined in the Rights Offering and Backstop Motion) are, in each case, a reasonable exercise of Key’s business judgment and are authorized and approved, respectively, under sections 365 and 363 of the Bankruptcy Code.

  • The Backstop Escrow Account shall be established with the Escrow Agent pursuant to a Backstop Escrow Agreement (the “Backstop Escrow Agreement”) in form and substance reasonably satisfactory to the Backstop Participants and the Company.

Related to Backstop Escrow Agreement

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Escrow Cash is defined in Section 4.1(a).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $3,000,000.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Disbursement Agreement that certain Master Disbursement Agreement, dated as of , 2002, among the Borrower, the Administrative Agent and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Credit Agreement.