Escrow Agreement 2 definition

Escrow Agreement 2 has the meaning set out in Clause 11.4.1 of the Joint Venture Agreement.
Sample 1Sample 2
Escrow Agreement 2 has the meaning set out in Clause 11.4.1.
Sample 1
Escrow Agreement 2 shall have the meaning set out in Article 2.6(a).
Sample 1

Examples of Escrow Agreement 2 in a sentence

  • Funds shall be released from that account in accordance with Section 4 (and Subscription Proceeds from Pennsylvania or Iowa residents may be deposited in a separate Partnership account in accordance with Section 5) only if the aggregate of all Subscription Proceeds received and accepted by the General Partner, including those Escrow Agreement 2 from Pennsylvania or Iowa residents, total $3,000,000 or more.

  • All Escrow Certificates so delivered to the Escrow Agent shall remain subject to the Escrow Agreement until the earliest of (1) the tender of such Escrow Shares in the Offer pursuant to the Escrow Agreement, (2) the date the Offer shall have been abandoned or terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement, or (3) the date that this Agreement is terminated in accordance with Section 4.03 (the earlier such date, the “Termination Date”).

  • To pay by check as soon as reasonably practicable, and in no event later than seven(7) Business Days following the Effective Date, the Allowed Payable Claims listed on Schedule B to the Escrow Agreement; 2.

  • Escrow Agent shall have duly executed and delivered to Purchaser the Funds Escrow Agreement; (2) Seller and the Documents Escrow Agent shall have duly executed and delivered to Purchaser the Documents Escrow Letter; and (3) Seller shall have delivered to the Documents Escrow Agent all documents to be delivered by Seller as provided under the Documents Escrow Letter.

  • This Escrow Agreement shall terminate upon the earlier of: (1) the complete distribution of the Escrow Fund in accordance with this Escrow Agreement; (2) if no claims have been asserted in accordance with Article III, on the Claims Deadline; or (3) if claims have been asserted in accordance with Article III prior to the Claims Deadline, then whenever all such claims are resolved according to Article III.

  • This is the solution that has been chosen in exploring phenomena in the SAT solving community [47], for instance, or for evaluating another unsupervised setting, clustering [46].

  • The Dealer-Manager and the General Partner Escrow Agreement 2 will specifically identify subscriptions of Pennsylvania or Iowa residents to the Escrow Agent and will not commingle those subscriptions with subscriptions of residents of other states.

  • Naumann argues that COFS complains only of (1) failing to release the funds to COFS in accordance with the terms of the Escrow Agreement, (2) failing to disclose activity in and related to the escrow account, and (3) failing to pay the funds only to COFS, who is entitled to the funds.

  • The Escrow Fund (1) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement, (2) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person, and (3) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement.

  • Any indemnification to which any Buyer Indemnitee is entitled under this Agreement will: (1) first be made as a payment to such Buyer Indemnitee from amounts held in escrow in accordance with the terms of the Indemnity Escrow Agreement; (2) then be made as a payment to such Buyer Indemnitee from amounts held in escrow in accordance with the terms of the Installment Payment Escrow Agreement; and (3) then be the basis for a claim by such Buyer Indemnitee against Sellers.


More Definitions of Escrow Agreement 2

Escrow Agreement 2 means the escrow agreement of even date herewith among certain Parties and the Escrow Agent in relation to the Principal Vendors Escrow Shares.
Sample 1
Escrow Agreement 2 means an agreement in form and substance to the satisfaction of the Vendor and the Vendor's Solicitors and to the Purchaser and the Purchaser's Solicitors between the Vendor, the Purchaser and the Escrow Bank to facilitate the transactions contemplated in Section 2.2 and Articles 3 and 10.
Sample 1

Related to Escrow Agreement 2

  • 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.

  • 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).

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

  • 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.

  • 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.

  • 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.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • 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.

  • 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.

  • 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.

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

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

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

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

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

  • 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.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Subscription Agreements has the meaning specified in the Recitals hereto.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Price Agreement means a definite quantity contract or indefinite quantity contract which requires the contractor to furnish items of tangible personal property, services or construction to a state agency or a local public body which issues a purchase order, if the purchase order is within the quantity limitations of the contract, if any.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.

  • Transition Agreement has the meaning set forth in Section 12.8.1.