Examples of Escrow Break Date in a sentence
On the Escrow Break Date Harbinger (or such or Person or Persons to whom the Escrow Agent may sell the Remaining Shares) will acquire, good and valid title to the Remaining Shares, free and clear of all Liens.
The Parties shall provide to each other copies of all material communications with the FCC related to the applications for the FCC Approval and provide to each other a reasonable opportunity to contribute to and review any and all pleadings, documents, applications and other materials filed with the FCC by each other from the date hereof through the Escrow Break Date.
All claims and actions for indemnity pursuant to this Section 9 shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such three-year period, except for claims against Buyer in respect of its assumption of the obligations arising after the Escrow Break Date in respect of the Intercarp Interests, which shall survive until the expiration of applicable statutes of limitation.
In the event each of the Release Conditions shall not have been satisfied on or prior to the earlier of (A) August 31, 2004 and (B) an Interest Top-Off Failure (the earlier of (A) and (B) being the "Escrow Break Date"), ACEP shall redeem all of the Notes, on the second Business Day immediately following the Escrow Break Date, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the date of redemption.
All such representations and warranties (exclusive of representations of the Buyer in the Security Agreement, which shall survive until the Secured Obligations (as defined therein) have been satisfied) shall expire on the third anniversary of the date of the Escrow Break Date, except for claims, if any, asserted in writing prior to such third anniversary, which shall survive until finally resolved and satisfied in full.
The date, if any, as of which the Escrow Break occurs in accordance with the Escrow Agreement is hereinafter referred to as the "Escrow Break Date," and the Escrow Break Date shall be deemed not to have occurred if the Documents become void and of no force and effect, as described in the preceding sentence.
Each of the parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby and the Sellers (and not Intercarp) shall bear the expenses, if any, of Intercarp in connection with this Agreement and such transactions to the extent such expenses of Intercarp are incurred or accrue prior to the Escrow Break Date.
The date on which the Escrow Agent either dates and distributes this Agreement to the Parties or destroys this Agreement shall be the "Escrow Break Date".
The parties agree that prior to the Escrow Break Date, except as otherwise required by law, any and all public announcements or other communications with third parties concerning this Agreement and the purchase of the Assets by the Buyer shall be subject to the approval of both parties, which approval shall not be unreasonably withheld; provided that, the Buyer may disclose the terms of this Agreement in connection with discussions with third parties involving the matters described in Section 6 above.
The closing of merger and the legal consummation of other transactions contemplated hereby shall take place on the Escrow Break Date, as such term is defined in the Escrow Agreement.