Escrow Release Certificate definition

Escrow Release Certificate means an officer’s certificate from the Corporation certifying that all conditions of the Business Combination have been satisfied or waived, other than delivery of closing deliveries, and that the Business Combination shall be completed forthwith upon release of the Escrowed Proceeds;
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Escrow Release Certificate has the meaning ascribed to such term on page 2 of this Agreement; “Escrow Release Conditions” has the meaning ascribed to such term on page 2 of this Agreement; “Escrowed Funds” has the meaning ascribed to such term on page 2 of this Agreement;
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Escrow Release Certificate has the meaning ascribed thereto in the Escrow Agreement.
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Examples of Escrow Release Certificate in a sentence

  • The Issuer agrees for the benefit of the Holders to comply with the terms and conditions of the Escrow Agreement and shall use its reasonable best efforts to satisfy the conditions precedent to release of the Escrow Property, deliver the Escrow Release Certificate and receive the net proceeds from the offering and sale of the Notes as provided in the Escrow Agreement, as soon as practicable following the date hereof.

  • As provided in the Escrow Agreement, upon receipt of the Special Mandatory Cancellation Notice or, if the Escrow Agent shall not have received an Escrow Release Certificate on or before the Final Escrow Date, on the next following Business Day, the Escrow Agent will liquidate all Escrow Funds held by it and the Escrow Agent will deliver such proceeds to the relevant Paying Agent for pro rata distribution to the Holders of the Notes.

  • Pending delivery of the Escrow Release Certificate, the Company will not have and will not be deemed to have any rights, title or interest in the Escrow Funds, and any contingent or other rights the Company may have in respect of the Escrow Funds under the Escrow Agreement will be extinguished with respect to the Escrow Funds that are required to be released for payment to the Holders of the Notes in the circumstances described above.

  • The date the Escrow Release Condition is satisfied shall be the date that the Closing occurs out of escrow, however, the Closing Date, for the purposes of this Agreement (as well as the transfer of the ADIT Shares) once Closing occurs out of escrow after the Parties deliver an Escrow Release Certificate (as defined in the Escrow Agreement) shall be the Escrow Deposit Date.

  • The Company agrees for the benefit of the Holders to comply with the terms and conditions of the Escrow Agreement and shall use its reasonable best efforts to satisfy the conditions precedent to availability of the New Credit Facility, deliver the Escrow Release Certificate and receive the gross proceeds from the offering and sale of the Notes as provided in the Escrow Agreement, as soon as practicable following the date hereof.

  • Nights are 7:00 p.m. to 6:59 a.m. Weekends are Friday 7:00 p.m. to Monday 6:59 a.m.

  • The remaining amount equal to all Agents' Expenses incurred by the Agents not previously paid to the Agents on the Closing Date shall be paid on the date of the Escrow Release Certificate.

  • The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request, including without limitation any Agent Escrow Release Certificate or other certificate or notice delivered pursuant to Section 3(b) or 3(c) hereof.

  • The Company and the Escrow Issuer shall consummate the Company’s Assumption immediately after the release of all amounts in the Escrow Account to the Escrow Issuer pursuant to an Escrow Release Certificate.

  • Unless otherwise agreed to in writing by TMY and Jefferies, upon the delivery by TMY to Jefferies of either the Stockholder Approval Certificate or the Escrow Release Certificate, TMY and Jefferies hereby agree that the release of the Cash to TMY and Jefferies pursuant to the immediately preceding paragraph shall be, and Jefferies hereby agrees to instruct Escrow Agent in writing, as follows: (i) $1,815,000 to Jefferies and (ii) all remaining amounts (including Distributions) to TMY.


More Definitions of Escrow Release Certificate

Escrow Release Certificate means a certificate in writing, duly executed by an authorized officer of TMY, certifying that TMY has received duly executed written consents or proxies from the holders in the aggregate of two-thirds of the then-outstanding shares of the Junior Preferred Stock (including the Securities (as defined below)) approving the release of (i) the Cash (as defined below) to TMY and Jefferies and (ii) the Securities to Jefferies in accordance with the terms of this Agreement.
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Escrow Release Certificate means the certificate to be delivered by the Company to the Escrow Agent pursuant to the terms of the Escrow Agreement.
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Escrow Release Certificate means a written notice in substantially the form set out in Schedule “B” attached to the Subscription Receipt Agreement executed by Empatho and the Finder confirming that the Escrow Release Conditions have been satisfied or waived.
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Escrow Release Certificate shall have the meaning specified in Section 4.11(c).
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Escrow Release Certificate has the meaning specified in Section 14.02.
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Related to Escrow Release Certificate

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Solvency Certificate means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Borrowing Base Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion.

  • Incumbency Certificate has the meaning specified in Section 3(b) hereof.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;