Warranties Escrow definition

Warranties Escrow means an amount equal to $8,750,000.00, which amount is placed in escrow by Buyer at the Closing and held by the Escrow Agent pursuant to the Post-Closing Escrow Agreement.
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Warranties Escrow means an amount equal to five percent (5%) of the Purchase Price, which amount is placed in escrow by Buyer at the Closing and held by the Escrow Agent pursuant to the Post-Closing Escrow Agreement.
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Warranties Escrow has the meaning specified in Section 2.2(b).
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Examples of Warranties Escrow in a sentence

  • In the event that Seller selects Xxxxxx Title to act as the escrow agent for the Reps and Warranties Escrow, Seller shall pay any escrow or other fee charged by Xxxxxx Title.

  • The Reps and Warranties Escrow agreement in substantially the form attached hereto as Exhibit H as executed by Seller and Xxxxxx Title.

  • As more fully set forth in the Representations and Warranties Escrow Agreement, on the third Business Day falling nine (9) months from the Closing Date, fifty (50%) percent of the amount remaining in the Representations and Warranties Escrow Account that is not subject to good faith claims will be released to the Seller.

  • Any and all Damages payable by Seller or the Company hereunder shall first be paid or otherwise satisfied by a payment of funds pursuant to the Defects and Warranties Escrow.

  • The Representations and Warranties Escrow Account shall be administered in accordance with the terms of an escrow agreement (the "Representations and Warranties Escrow Agreement") which Representations and Warranties Escrow Agreement shall be mutually agreed upon by the Purchaser, the Sellers and the Escrow Agent.

  • The Buyer Indemnified Parties shall, in full and complete satisfaction of any claims for indemnification arising under this Article IX, be entitled to receive (i) first, from the Representations and Warranties Escrow Account (and delivered by the Representations and Warranties Escrow Agent), and (ii) second, from the Seller, such amount as is equal to the value of the Losses as to which the Buyer Indemnified Parties are entitled to indemnification, as determined pursuant to the terms of this Agreement.

  • The Purchaser, the Sellers and the Escrow Agent shall have entered into the Tax Escrow Agreement and the Representations and Warranties Escrow Agreement, respectively, and the deposit of funds into the Tax Escrow Account and the Representations and Warranties Escrow Account, as required herein, shall have been made by the Sellers.

  • All disbursements of the Defects and Warranties Escrow will be made pursuant to the terms of the Defects and Warranties Escrow Agreement.

  • Contemporaneously with the Closing, the Sellers shall deposit in escrow (the "Representations and Warranties Escrow Account") with the Escrow Agent the sum of One Million ($1,000,000) Dollars as an escrow deposit to provide for the payment of the Sellers' liability, if any, for a breach by the Sellers of any of the representations, warranties and covenants of the Sellers contained in this Agreement.

  • The Representations and Warranties Escrow Account shall terminate one (1) year after the Closing Date, provided, however, the Representations and Warranties Escrow Account shall continue with respect to any sums for which the Purchaser has made a claim for Losses to be paid out of the Representations and Warranties Escrow Account until such time as the claim is paid or the Sellers are finally determined by a court of competent jurisdiction to have no liability for such claim(s).

Related to Warranties Escrow

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Tax Warranties means the Warranties set out in Part C of Schedule 4;

  • Limited Warranty means the limited warranties and your coverage provided by IKO for your Shingles as expressly set out in this document, and are the only warranties being provided by IKO.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Extended Warranty means an agreement for a specified duration to

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • Special Representations has the meaning set forth in Section 8.1.

  • Warranty means a warranty made solely by the manufacturer,

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Warranty Rights means the Warranty Rights as described in Schedule I to the Participation Agreement.

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.