ROFO Escrow Agent definition

ROFO Escrow Agent has the meaning set forth in Section 16.1(c).
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ROFO Escrow Agent means Fidelity National Title Company or another third party engaged by the ROFO Seller and the ROFO Buyer(s) to serve as the escrow agent with respect to the Asset Sale ROFO Provisions or the Interest Sale ROFO Provisions, as applicable, pursuant to an agreement that complies with the escrow procedures described on Exhibit 5.
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ROFO Escrow Agent has the meaning set forth in Section 9.1(b)(ii).
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Examples of ROFO Escrow Agent in a sentence

  • Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities to the ROFO Seller.

  • As between each ROFO Buyer and each ROFO Seller, each ROFO Buyer and ROFO Seller shall be responsible for its pro rata share of any and all such expenses, disbursements and advances of ROFO Escrow Agent, based upon its Percentage Interest relative to the Percentage Interests of all Partners [(excluding any Partner that is neither a ROFO Buyer nor a ROFO Seller)].

  • Non-payment of such reimbursements shall not entitle ROFO Escrow Agent to refuse or fail to act as required by this Escrow Agreement.

  • Notwithstanding any contrary provision contained herein, ROFO Escrow Agent shall, at all times, have full right and authority and the duty and obligation to pay over and disburse the ROFO Deposit or any portion thereof in accordance with the joint written instructions signed by [each of] the ROFO Buyer[s] and [each of] the ROFO Seller[s].

  • ROFO Escrow Agent shall not be under any obligation to take any legal action in connection with this Escrow Agreement or for its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which, in its opinion, would or might involve it in any costs, expense, loss, or liability, unless, and as often as reasonably required by it, it is furnished with reasonably satisfactory security and indemnity against all such costs, expenses, losses, or liabilities.

  • In such event, the successor ROFO Escrow Agent shall be selected by ROFO Purchaser(s) and approved by ROFO Seller(s), such approval not to be unreasonably withheld or delayed.

  • ROFO Escrow Agent shall then deliver to successor ROFO Escrow Agent the ROFO Deposit, to be held by successor ROFO Escrow Agent pursuant to the terms of this Escrow Agreement and the LP Agreement.

  • All funds received by ROFO Escrow Agent shall be held in a segregated bank account at Bank of America, N.A., bearing interest at the rate determined by Bank of America, N.A., and all interest accruing thereon shall be paid to the party entitled to the ROFO Deposit (or portions thereof) under the terms of this Escrow Agreement.

  • The parties recognize and acknowledge that the powers and authority granted ROFO Escrow Agent herein are each irrevocable and coupled with an interest.

  • Subject to disclosure obligations required by applicable law, ROFO Escrow Agent shall hold the LP Agreement and this Escrow Agreement as strictly confidential and shall not: (a) share the LP Agreement or this Escrow Agreement with, or (b) disclose the terms under the LP Agreement or this Escrow Agreement to, any party without the prior written consent of PKY, TIAA/LP and CPPIB/LP.

Related to ROFO Escrow Agent

  • Escrow Agent has the meaning set forth in Section 2.3.

  • The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.

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

  • Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • 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.

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • 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 Payment Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged Property, including amounts for deposit to any reserve account.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller Representative means Xxxxx Bank.

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • Escrow Paying Agent Means the Person acting as paying agent under the Escrow Agreement.

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

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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 of the Plan.

  • 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.

  • Escrow Bank has the meaning specified in Section 2.15(c).

  • 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.

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

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.