Separate Escrow Agreement definition

Separate Escrow Agreement has the meaning set forth in Section 9.1(a).
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Separate Escrow Agreement means that certain Escrow Agreement, dated as of the date hereof among the Investor, the Company and the Escrow Agent.
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Examples of Separate Escrow Agreement in a sentence

  • The Escrow Cash shall constitute security for the indemnification obligations of the Closing Company Shareholders pursuant to Article IX, and shall be held in and distributed in accordance with the provisions of the General Escrow Agreement and the Separate Escrow Agreement.

  • No interest shall accumulate on any cash payable in connection with the Share Purchase (other than interest accrued on the Escrow Cash according to the General Escrow Agreement or the Separate Escrow Agreement, or any portion of the Cash Escrow that may constitute imputed interest as required under section 483 of the Code).

  • The funds deposited into the Separate Escrow shall be set aside and be used solely for the purposes described in this Agreement and in the Separate Escrow Agreement.

  • Upon any such termination, the funds held in the Separate Escrow shall not be transferred into the Offering Escrow but shall be returned to the Investor (plus any accrued interest less any escrow fees), pursuant to the Separate Escrow Agreement, and thereafter no Party shall have any further obligations hereunder, except to the extent of any liability for any breach occurring prior to such termination.

Related to Separate 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.

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

  • 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.

  • 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.

  • 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).

  • 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.

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

  • 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.

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

  • 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.

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

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

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • 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.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

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

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

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

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

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

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

  • Professional Fee Escrow means a non-interest-bearing escrow account established and funded pursuant to Article II.C.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.

  • 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.