General Escrow Release Date definition

General Escrow Release Date has the meaning given to it in Section 8.1.
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General Escrow Release Date has the meaning given in Section 2.05(b)(i) hereof.
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General Escrow Release Date means the date that is the twelve (12) month anniversary of the Closing Date and (y) “Identified Tax Matters Escrow Release Date” means the date that is the twenty four (24) month anniversary of the Closing Date.
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Examples of General Escrow Release Date in a sentence

  • The Escrow Agreement shall provide that the remaining balance of funds in the Escrow Account on the General Escrow Release Date and the remaining balance of funds in the Escrow Account on the Final Escrow Release Date shall be released to the Company Securityholders as specified in Section 8.7. The fees and expenses of the Escrow Agent under the Escrow Agreement shall be borne by Acquiror.

  • The AR Holdback Funds and the New Shares that relate to the AR Holdback Funds will be held by the Escrow Agent, subject to the terms and conditions of the Escrow Agreement and Article 11, until the General Escrow Release Date, with the exception of any portion of the AR Holdback Funds previously released in accordance with Section 2.5 below.

  • Upon the latest of (a) resolution of any and all Contested Claims as provided for in Section 2.3.2, (b) the General Escrow Release Date, and (c) the Designated Escrow Release Date, the Retained Escrow shall be released by the Escrow Agent to Buyer and/or to the Shareholders in accordance with Section 2.3.2, this Section 3.2, and as otherwise provided for in this Escrow Agreement.

  • A General Claim Notice may not be issued after the General Escrow Release Date.

  • Within ten business days following the General Escrow Release Date, Parent shall deliver to the Company Preferred Stockholders and the Management Carve-Out Recipients all of the General Escrow Funds in excess of any amount of General Escrow Funds necessary to satisfy any then unsatisfied, unresolved or contested claims for Damages specified in any Notice of Claim delivered to the Representative before the General Escrow Release Date.

  • Subject to the terms of this Agreement and the Escrow Agreement, the General Escrow Amount shall be available for a period beginning on the date of the Closing and ending on the date that is eighteen (18) months thereafter (the “General Escrow Release Date”) to satisfy such indemnification obligations of the Company pursuant to Section 10.01 for claims as are made on or prior to the General Escrow Release Date and shall be paid out as provided in the Escrow Agreement.

  • If by the First General Escrow Release Date, no Notice of Claim has been given by the Buyer to the Seller in respect of a Shareholder Indemnity Claim, the parties shall as soon as reasonably practicable instruct the Escrow Agent to pay the First General Escrow Release Amount out of the Escrow Account on the First General Escrow Release Date to the Seller’s Solicitors’ Account or such other account as the Seller may notify to the Buyer.

  • Each notice of a Claim by Buyer (the "Claim Notice") shall be in writing and must be delivered on or before the General Escrow Release Date (in the case of General Claims) or the Designated Escrow Release Date (in the case of the Designated Claim) to be valid hereunder.


More Definitions of General Escrow Release Date

General Escrow Release Date shall have the meaning specified in Section 3.10.
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General Escrow Release Date means the date on which all claims against the General Escrow Account have been resolved in accordance with the Escrow Agreement. Government Bid. “Government Bid” shall mean any quotation, bid or proposal submitted to any Governmental Body or any proposed prime contractor or higher-tier subcontractor of any Governmental Body. Government Contract. “Government Contract” shall mean any prime contract, subcontract, letter contract, purchase order or delivery order executed or submitted to or on behalf of any Governmental Body or any prime contractor or higher-tier subcontractor, or under which any Governmental Body or any such prime contractor or subcontractor otherwise has or may acquire any right or interest. Governmental Authorization. “Governmental Authorization” shall mean any: (a) permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body. Governmental Body. “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality or district; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal). HSR Act. “HSR Act” shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. Immaterial Customer Contract. “Immaterial Customer Contract” shall mean a Company Contract that provides for any license of assets to any Person by any of the Acquired Corporations pursuant to terms that do not provide for the payment to any of the Acquired Corporations of license fees or other amounts equal to or in excess of $50,000 on an annualized per customer basis (without regard to A-3. Table of Contents
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General Escrow Release Date means the date which is one year after the Effective Date.
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General Escrow Release Date means the date on which all claims against the General Escrow Account have been resolved in accordance with the Escrow Agreement.
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Related to General Escrow Release Date

  • Escrow Release Date has the meaning set forth in the Escrow Agreement.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

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

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

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

  • Collateral Release Date has the meaning given that term in Section 8.10.(b).

  • 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.

  • 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.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • 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.

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

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

  • Release Date means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated as of the date hereof by and among the Investors and Continental Stock Transfer & Trust Company.

  • Restriction Release Date means such date, after the Effective Date, that the Board of Directors determines in good faith that it is in the best interests of the Corporation and its stockholders for the transfer restrictions set forth in this Article 4 to terminate.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Escrow Receipt Means the receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder.

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

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

  • 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.

  • Rollover Notification Date shall be defined as set forth in the Prospectus under "Summary of Essential Information."

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

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

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

  • Working Capital Escrow Amount means $2,000,000.