Special Escrow Agreement definition

Special Escrow Agreement has the meaning set forth in Section 2.05(b) of this Agreement.
Special Escrow Agreement means the Special Escrow Agreement, dated the Closing Date among the Representative, on behalf of the Fully-Diluted Stockholders, the Escrow Agent and Parent, substantially in the form of Exhibit D hereto.
Special Escrow Agreement. Section 6.6(a) "Special Escrow Shares" Section 6.6(a) "Stock Exchange" Recitals "Stockholder" Preamble "Subsidiary" Section 2.1(a) "Taxes" Section 2.13 "Third-Party Claims" Section 6.3(d) "Unaffiliated Firm" Section 6.3(d) THIS PURCHASE AGREEMENT (this "Agreement"), dated as of August 15, 1998, --------- is by and between SYLVAN LEARNING SYSTEMS, INC., a Maryland corporation (the "Buyer"), and XXXXXXX X. XXXXXX, (the "Stockholder,"). ----- -----------

Examples of Special Escrow Agreement in a sentence

  • MO 63017 RE: Special Escrow • St. Louis Retirement Residence Dear Mayor and Councilmcmbers: The Department of Planng/Economic Development submits for review and approval a Special Escrow Agreement for sidewalks within the St. Louis Retirement Residence development.

  • The execution and delivery by the Buyer and the Transitory Subsidiary of this Agreement and (in the case of the Buyer) the Escrow Agreement, the Special Escrow Agreement, the Shareholder Agreements and the Exchange Agreement and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer and Transitory Subsidiary, respectively.

  • The Special Escrow Agreement shall permit the Stockholders to receive all dividends and other distributions paid in respect of the Special Escrow Shares and to vote all Special Escrow Shares.

  • The limitations set forth in Section 6.5 shall not apply to a claim pursuant to this Section 6.6. Except as set forth in Section 6.6(f), the Special Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Section 6.6.

  • Notwithstanding any other provision in this Agreement, the Buyer shall have the right to withhold or cause the Exchange Agent to withhold Taxes from any payments to be made hereunder (including any payments to be made under any of the Exchange Agreement, Escrow Agreement or Special Escrow Agreement) if such withholding is required by law and to collect Forms W-8 or W-9, as applicable, from the Company Shareholders.


More Definitions of Special Escrow Agreement

Special Escrow Agreement means the agreement, dated the dated hereof, among the parties and the Escrow Agent, a copy of which is annexed as EXHIBIT I hereto.
Special Escrow Agreement means the Special Escrow Agreement to govern the Special Escrow to be entered into by the Company and the holders of Funded Debt on terms mutually acceptable to the Company and the Steering Committee."
Special Escrow Agreement has the meaning set forth in the Merger Agreement.
Special Escrow Agreement shall have the meaning set forth in Section 2.2(c)(i).
Special Escrow Agreement shall have the meaning set forth in Section 3.3(c).
Special Escrow Agreement means the Escrow Agreement in the form of Exhibit C-1.
Special Escrow Agreement has the meaning set forth in Section 2.2.3.