Warranty Escrow Account definition

Warranty Escrow Account shall have the meaning set forth in Section 9.4.
Sample 1Sample 2Sample 3
Warranty Escrow Account means the bank account as defined in Article 5.2(b).
Sample 1
Warranty Escrow Account has the meaning set forth in the Warranty Escrow Agreement
Sample 1

Examples of Warranty Escrow Account in a sentence

  • Gasparini, 972 So 2d at 1055.First, there is no allegation or evidence that Cuzco or Mejia had a fraudulent or improper purpose at the time the parties executed the Contract for Sale and Purchase of Business; thus, there is no evidence that Experience was misled into contracting with Cuzco.

  • For the avoidance of doubt, any monetary relief to the Purchaser following final settlement of such disputed claims shall be limited to the Warranty Escrow Amount and be paid out of the Warranty Escrow Account.

  • Any net interest earned on the capital sum standing to the credit of the Escrow Accounts from time to time shall be deemed to be added to and form part of the relevant Escrow Amounts held therein and shall then be dealt with in the same way as the Group Relief Escrow Amount, the WHT Escrow Amount, the Consultancy Escrow Account or the Warranty Escrow Account as the case may be.

  • Notwithstanding anything in this Agreement to the contrary, subject to Article 9.5.4, the overall liability of the Sellers, meaning the maximum indemnification payment by the Sellers under this Agreement, in particular for misrepresentations or breaches of warranties, shall not exceed the Warranty Escrow Amount (whether before or after the payment of the Warranty Escrow Amount into the Warranty Escrow Account).

  • In determining or making any allocation or distribution of the Warranty Escrow Amount, the Purchaser and the Seller Representative shall jointly provide written instructions signed by each of the Purchaser and the Seller Representative relating to the distribution of any amounts remaining in the Warranty Escrow Account.

  • The Warranty Escrow Agent has opened the Warranty Escrow Account (account # [account number]) in the joint names of the Purchaser and the Seller Representative.

  • The Warranty Escrow Agent shall hold and safeguard the Warranty Escrow Account during the Warranty Escrow Period, shall treat such Warranty Escrow Account as an Warranty Escrow Account in accordance with the terms of this Warranty Escrow Agreement and shall hold and dispose of the Warranty Escrow Amount only in accordance with the terms hereof.

  • The Warranty Escrow Amount standing on the Warranty Escrow Account shall be held and distributed by the Warranty Escrow Agent in accordance with this Warranty Escrow Agreement.

  • The Warranty Escrow Agent shall deposit the monies in the Warranty Escrow Account in an interest-bearing money market account or other interest-bearing account.

  • The Parties agree that the sum standing to the credit of the Warranty Escrow Account shall be applied towards discharging, to the maximum extent possible, any Warranty Claim.


More Definitions of Warranty Escrow Account

Warranty Escrow Account shall have the meaning set out in Section 5.6.
Sample 1
Warranty Escrow Account the interest-bearing account named the ‘Project Hekla Warranty Escrow Account’ to be opened by the Escrow Agent and to be operated in accordance with this Agreement and the relevant Escrow Account Letter “Warranty Escrow Amount”: is as defined in Clause 3.1.5 (Consideration) “Warranty Escrow Release Date”: means the date which is the first anniversary of the Completion Date “WHT Claim”: a claim, assessment, notice, demand or other document issued or action taken by and on behalf of a HMRC from which it appears that the Company (or relevant Group Company) may be liable or is sought to be made liable to make a payment to HMRC for the non-payment of withholding tax in respect of interest payments made by the Company under the Finance Documents between October 2012 and December 2013 “WHT Escrow Account”: the interest-bearing account named the ‘Project Hekla WHT Escrow Account’ to be opened by the Escrow Agent and to be operated in accordance with this agreement and the relevant Escrow Account Letter “WHT Escrow Amount”: is as defined in Clause 3.1.3 (Consideration) “WHT Escrow Balance”: means the amount standing to the credit of the WHT Escrow Account from time to time EXHIBIT 10.22 Execution Copy “WHT Escrow Release Date”: means (a) where a WHT Claim has not arisen, 1 January 2020; or (b) where a WHT Claim has arisen prior 1 January 2020, 10 Business Days following the date on which the WHT Claim has been Finally Determined “WHT Liability”: means any amount which it has been Finally Determined the Company is legally obliged to pay to HMRC in connection with a WHT Claim.
Sample 1
Warranty Escrow Account the interest-bearing account named the ‘Project Hekla Warranty Escrow Account’ to be opened by the Escrow Agent and to be operated in accordance with this Agreement and the relevant Escrow Account Letter
Sample 1

Related to Warranty 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.

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

  • 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.

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • 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.

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

  • 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 Deposit has the meaning set forth in Section 2.1.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

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

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

  • Reserve Account Initial Deposit means cash or Eligible Investments having a value of at least $____________.

  • 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.

  • 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.

  • 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.

  • Required Repair Fund shall have the meaning set forth in Section 7.1.1 hereof.

  • Reserve Account Deposit Cash or Eligible Investments having a value of at least $2,635,875.59.

  • Required Repair Account shall have the meaning set forth in Section 7.1.1 hereof.

  • Reserve Account Property shall have the meaning specified in Section 4.7(a) of the Sale and Servicing Agreement.

  • Spread Account Initial Deposit means an amount equal to 3% of the aggregate principal balance of the Receivables on the Closing Date (which is equal to $26,373,696.22).

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

  • Replacement Reserve Account shall have the meaning set forth in Section 7.3.1 hereof.

  • Reserve Fund Initial Deposit means the initial deposit of cash in the amount of $3,846,153.85 made by or on behalf of the Seller into the Reserve Fund on the Closing Date.

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

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

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).