Transfer Tax Escrow Agreement definition

Transfer Tax Escrow Agreement means an escrow agreement to be executed at the Closing, in form and substance mutually agreeable to Buyer and Seller (each acting reasonably and in good faith), which shall set forth the terms pursuant to which funds shall be deposited to and released from the Transfer Tax Escrow Account pursuant to the terms of Section 5.4(c).
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Transfer Tax Escrow Agreement means that certain Escrow Agreement (Transfer Tax), by and among Buyer, Sellers’ Representative and the Escrow Agent, in substantially the form attached hereto as Exhibit B-3.
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Examples of Transfer Tax Escrow Agreement in a sentence

  • The remaining amount held in the Transfer Tax Escrow Account for Pending Transfer Tax Claims (from and after the Transfer Tax Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Transfer Tax Escrow Agreement.

Related to Transfer Tax Escrow Agreement

  • 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.

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

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • 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.

  • 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.

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • 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 Amount means $3,000,000.

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

  • 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.

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

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • 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.

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

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

  • Seller Taxes has the meaning set forth in Section 11.1(f).

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

  • Adjustment Escrow Amount means $1,000,000.

  • 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 and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.