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.

  • 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.

  • As between the ROFO Escrow Agent, each ROFO Buyer and each ROFO Seller, each ROFO Buyer and each ROFO Seller shall be responsible for 100% of any and all such expenses, disbursements and advances of ROFO Escrow Agent.

  • Therefore, the parties have agreed that a reasonable estimate of the total net detriment that the Offeror would suffer in such event is and shall be the right of Offeror to receive from the ROFO Escrow Agent the Deposit as liquidated damages, as its sole and exclusive remedy under this Section 9.2. Such liquidated damages are not intended as a forfeiture or penalty within the meaning of applicable law.

  • 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.

  • ROFO Escrow Agent shall receive no fee for its services hereunder, but ROFO Escrow Agent shall be paid or reimbursed for all reasonable, out-of-pocket expenses, disbursements and advances, including reasonable attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder.

  • ROFO Escrow Agent will be obligated to perform only the duties that are expressly set forth herein.

  • ROFO Escrow Agent’s duties hereunder shall be limited to the safekeeping of the ROFO Deposit received by it as ROFO Escrow Agent (and interest and income earned thereon) and for its disbursement in accordance with this Escrow Agreement.

  • ROFO Seller(s), ROFO Buyer(s) and ROFO Escrow Agent have agreed that ROFO Escrow Agent will hold and disburse the ROFO Deposit in accordance with the terms of this Escrow Agreement.

  • None of the ROFO Escrow Agent, the ROFO Seller[s] or the ROFO Buyer[s] shall be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Section 4.

Related to ROFO Escrow Agent

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

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

  • 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.

  • 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 2.1.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • 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 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.

  • 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 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.