Prior Escrow Agreement definition

Prior Escrow Agreement means the Escrow Agreement, dated as of November 1, 2007, entered into by Seller, 1316548 Alberta Ltd. and XxXxxxxx Xxxxxxxx LLP, as escrow agent, in connection with the Prior Purchase Agreement.
Sample 1Sample 2
Prior Escrow Agreement means the Escrow Agreement, dated March 16, 2021, by and among the Aggregator, Xxxxx Holdings and the Escrow Agent, entered into in connection with the Prior Transaction.
Sample 1
Prior Escrow Agreement means that certain Escrow Agreement among Seller, Purchaser and Escrow Agent dated January 29, 2003, amended by letter agreements dated February 13, 2003, February 28, 2003, March 6, 2003, March 7, 2003, March 12, 2003, March 13, 2003, and March 14, 2002.
Sample 1

Examples of Prior Escrow Agreement in a sentence

  • The Purchaser unilaterally declares that its agreement to be bound by the provisions of the Prior Purchase Agreement pursuant to this Section 2 is for the benefit of the Interested Parties (as such term is defined in the Prior Purchase Agreement) and its agreement to be bound by the provisions of the Prior Escrow Agreement pursuant to this Section 2 is for the benefit of 1316548 Alberta Ltd.

  • The Purchaser may at any time notify the other party or parties to the Prior Escrow Agreement or the Prior Purchase Agreement, or any of them, of the assignment thereof by the Seller to the Purchaser.

  • The Seller hereby sells, transfers and assigns to the Purchaser all the Seller’s right, title and interest in and to the Prior Escrow Agreement, including the funds currently comprising the Holdback Amount (as such term is defined in the Prior Escrow Agreement), and the Prior Purchase Agreement, including the representations, warranties, covenants and indemnities thereunder as and from the date hereof.

  • Seller covenants and agrees to promptly notify Purchaser of any potential claims for indemnification under the Prior Purchase Agreement or the Prior Escrow Agreement of which it or ResMor Trust becomes aware prior to the Closing Date.

  • The Parent and the Escrow Agent hereby agree that this agreement supersedes the Prior Escrow Agreement and such prior escrow agreement is hereby terminated.

  • Under the Prior Escrow Agreement, Purchaser delivered the First Deposit.

  • The Prior Escrow Agreement is hereby amended and restated in its entirety and shall be of no further force or effect.

  • Seller, Purchaser and the Company do hereby authorize and direct the Escrow Agent to wire transfer the escrow funds in the amount of the Initial Xxxxxxx Money previously held by Escrow Agent under the Prior Escrow Agreement to the account of Seller designated by Seller to Escrow Agent, whereupon same shall constitute the Initial Xxxxxxx Money under this Agreement and shall be held and released by Seller in accordance with the terms of this Agreement.

  • For the avoidance of doubt, nothing contained in this Section 7.11 shall otherwise prohibit or limit the ability of the Aggregator and Xxxxx Holdings to deliver Joint Written Instructions to the Escrow Agent in accordance with the terms of Section 1.5(b), 1.5(c) or 1.5(d) of the Prior Escrow Agreement.


More Definitions of Prior Escrow Agreement

Prior Escrow Agreement means the Escrow Agreement, dated March 16, 2021, by and among the Aggregator, Lauer Holdings and the Escrow Agent, entered into in connection with the Prior Transaction.
Sample 1

Related to Prior Escrow Agreement

  • 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 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.

  • 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.

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

  • 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).

  • 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 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 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.

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

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

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

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

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

  • 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.

  • 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 Cash is defined in Section 4.1(a).

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

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

  • Master Separation Agreement has the meaning set forth in the recitals.

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

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

  • 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.