Final Escrow Agreement definition

Final Escrow Agreement means the Escrow Agreement to be entered into between the Final Escrow Agent, Lead Counsel, and Xx. Xxxxx’x that shall govern the Final Escrow Account, which shall provide, among other things, that no disbursement may be made from the Final Escrow Account other than by written instructions signed by both a designated representative of Xx. Xxxxx’x and a designated representative of Lead Counsel.
Sample 1Sample 2Sample 3
Final Escrow Agreement means the escrow agreement, substantially in the form of Attachment 1 hereto.
Sample 1

Examples of Final Escrow Agreement in a sentence

  • Notwithstanding any other provision in this Agreement to the contrary, and pursuant to the terms of the Final Escrow Agreement, Buyer may instruct the escrow agent to withhold payment of any portion of the Deferred Consideration at the expiration of the six (6) month and one (1) year periods described in SUBSECTION 1.1 C hereof which Buyer reasonably estimates may be required to offset Damages which it may incur based on Claims which have been made known to Buyer on or prior to such date.

  • As long as the Escrow Agent has followed the investment requirements of the Final Escrow Agreement, neither BMS nor Plaintiff States shall direct the Escrow Agent to liquidate any investment in the Escrow Funds prior to its maturity.

  • The Escrow Agent shall disburse the Escrow Funds only as provided for in this Final Escrow Agreement or as authorized by the terms of the Settlement Agreement, or as directed by specific order of the Court.

  • In the event that preliminary approval is not obtained from HUD, Buyer and Seller agree that the escrow agent under the Final Escrow Agreement shall cancel the deed and Buyer agrees to reconvey to Seller all of Buyer's other interest in and to the property immediately upon notification of disapproval by HUD of the transfer of the project.

  • The Escrow Agent shall bear all risks related to the investment of the Escrow Funds, as defined in the Final Escrow Agreement.

  • Transfer of ownership of the Assets subject to the Final Escrow Agreement requiring preliminary approval by HUD of the sale prior to the release of any documents or any other action by the escrow agent.

  • Monterey County provides a broad range of mandated and optional government services.

  • The Settlement Accounts shall be administered pursuant to the Consumer Distribution Plan, the Government Compensation Plan, the Escrow Agreement, the Final Escrow Agreement, this Settlement Agreement, and any order of the Court, as applicable.

Related to Final Escrow Agreement

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

  • 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.

  • 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.

  • 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.

  • 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).

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

  • 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.

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

  • 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.

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

  • Escrow Deposit has the meaning set forth in Section 2.1.

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

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

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

  • 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 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.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

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

  • 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.

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