Verizon Escrow Agreement definition

Verizon Escrow Agreement means that certain Escrow Agreement among CellCo Partnership d/b/a Verizon Wireless, VZW Corp., NextWave Wireless LLC, NextWave Telecom Inc. and JPMorgan Chase Bank, N.A., dated as of [____________], 2005, as such agreement may be amended from time to time.
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Verizon Escrow Agreement shall have the meaning set forth in Section 2.11(b)(i) of this Agreement.
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Verizon Escrow Agreement means that certain Escrow Agreement required under the Acquisition Agreement to be entered into on the Acquisition Closing Date. "Verizon Escrow Amount" means the funds in the escrow established under the Verizon Escrow Agreement.
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Examples of Verizon Escrow Agreement in a sentence

  • For Federal income tax purposes, absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction, the Notes shall be treated as evidencing a direct beneficial interest by the Holders in the Verizon Escrow Amount to which the Company is entitled pursuant to the Verizon Escrow Agreement, and the Holders shall be treated as direct owners of the Company's entitlement to the Verizon Escrow Amount (rather than the Company).

  • Following the Issue Date, the Company shall continue to exercise all of its rights and privileges under the Verizon Escrow Agreement solely for the benefit of the Holders, and the Holders shall have no power to exercise such rights and privileges.

  • If the Seller disagrees with the Buyer’s assertion that it is entitled to such recovery, resolution shall be reached pursuant to the terms of the Verizon Escrow Agreement.

  • For Federal income tax purposes, absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction, the Notes shall be treated as evidencing a direct beneficial interest by the Holders in the Verizon Escrow Amount to which the Company is entitled pursuant to the Verizon Escrow Agreement, and the Holders shall be treated as direct owners of the Company’s entitlement to the Verizon Escrow Amount (rather than the Company).

  • The Buyer shall be allowed to contest the Seller’s instructions to the Escrow Agent pursuant to the terms of the Verizon Escrow Agreement.

  • The Grantor may, in its sole discretion, enforce, settle, compromise or otherwise resolve any claim under, or agree to pursue any amendment or modifications to, the Verizon Escrow Agreement without the consent of the Trustee, provided that the Grantor acts solely for the benefit of the Trustee and the Holders in connection with any such enforcement, settlement, compromise, amendment, modification or other resolution.

  • The Buyer agrees that it shall be responsible for all Escrow Fees related to the Verizon Escrow Agreement.

  • On or after April 30, 2005, the Buyer or the Seller shall instruct the Escrow Agent to release any remaining Verizon Escrow Shares to the Seller and the Employee Plan Employees, in proportion to their respective contributions to the Verizon Escrow Fund and otherwise in accordance with the Verizon Escrow Agreement.

  • Additionally, notwithstanding any of the provisions of this Article IX, (i) the sole remedy for the Buyer with respect to any liability or obligation it may have with respect to the Verizon Rebate shall be Buyer’s right to receive Verizon Escrow Shares in the Verizon Escrow Fund pursuant to the terms of the Verizon Escrow Agreement, and (ii) nothing in this Section 9.9 shall be construed to limit the Buyer’s ability to seek reimbursement for the Verizon Support Costs pursuant to Section 2.11(b)(ii) herein.

  • Additionally, notwithstanding any of the provisions of this Article IX, the sole remedy for the Buyer with respect to any liability or obligation it may have with respect to the Verizon Rebate shall be Buyer’s right to receive Verizon Escrow Shares in the Verizon Escrow Fund pursuant to the terms of the Verizon Escrow Agreement.

Related to Verizon Escrow Agreement

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

  • 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.

  • 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 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.

  • 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).

  • Escrow End Date has the meaning set forth in the Escrow Agreement.

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

  • 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.

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

  • 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.

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

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

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

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

  • 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.

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

  • 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.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Escrow Cash is defined in Section 4.1(a).