Examples of Escrow Guarantor in a sentence
In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty.
The Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.
The Escrow Guarantor has made such investigation as it deems desirable of the risks undertaken by it in guaranteeing the Escrow Guaranteed Obligations and is fully satisfied that it understands all such risks.
Before making, preparing, using, authorizing, approving or distributing any Issuer Additional Written Communication, the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors will furnish to the Representative a copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representative reasonably objects.
In the event that a Special Mandatory Redemption is required hereunder, the Escrow Guarantor will pay or cause to be paid to the Trustee for the benefit of the Holders the amount of such Escrow Guaranteed Obligations which is then due and payable and unpaid.
If the change is minor in the opinion of the City Representative and does not involve (1) an increase in Contract price; (2) an extension of performance time; or (3) a material change in the scope of the Work, then the City Representative may authorize the change and the Contractor may then implement it.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several Initial Purchasers, or any of them, on the other hand with respect to the Offering.
Nothing has come to the knowledge of either the Parent, the Surviving Issuers, the Issuers or the Escrow Guarantor that would cause it to believe that, and none of them has received any written notice to the effect that, any conditions to the closing of the transactions contemplated by the Merger Agreement will not be satisfied by any party thereto, at or prior to December 10, 2021.
In addition, any expenses directly related to the Employer Stock Fund such as transfer taxes, brokers' commissions, registration charges, and other expenses incurred in the sale and purchase of common stock of the Company for the Employer Stock Fund (including expenses of counsel retained by it in accordance with the Separate Agreement), will be paid out of a cash account managed by the Separate Agency.
The Escrow Guarantor may not assign its rights or obligations under the Escrow Guaranteed Obligations without the written consent of the Trustee.