Warranty Escrow Account definition

Warranty Escrow Account shall have the meaning set forth in Section 9.4.

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.

Warranty Escrow Account shall have the meaning set out in Section 5.6.

Examples of Warranty Escrow Account in a sentence

• At the Closing, the Seller and the Purchasers shall authorize and instruct the escrow agent holding the Warranty Escrow Account to invest such funds accordingly.

• These calculations are made in good faith but with the understanding that the process is inexact at best and that the institution’s plans and efforts are subject to influence by several variables beyond its control and ability to forecast.

• The Purchasers and the Seller shall immediately issue joint written instructions to the Escrow Agent to pay such amount equal to such Purchase Price Adjustment from the Warranty Escrow Account to the Purchasers.

• Mr. Belay eventually decided to purchase the opportunity to operate two of the four properties listed in the letter of intent—one on Queen City Avenue and one on Hopple Street.

• To the extent that any Guarantee Claim or other claim shall have been agreed by the Parties or determined by a final and binding award of the competent arbitration tribunal, the Purchasers and the Seller shall immediately upon such agreement or determination issue joint written instructions to the escrow agent to pay the amount of such Guarantee Claim or other claim from the Warranty Escrow Account to the Purchasers.

• In the event of a Purchase Price Adjustment pursuant to Section 5.3.1 (2) above, an amount equal to such Purchase Price Adjustment shall be released from the Warranty Escrow Account upon determination of the amount of such Purchase Price Adjustment pursuant to Section 6, and any such amount shall first be released from the Warranty Escrow Funds.

• Any interest generated on the Warranty Escrow Account (subject to any deduction of tax at source) shall be credited to the Warranty Escrow Account.

• If the divestment of the Business and/or the Other Business has not been closed to the satisfaction of the competent competition authorities prior to the Closing Date, the Parties shall instruct the Escrow Agent to pay the Reduction Amount from the Warranty Escrow Account to the Purchaser as soon as the divestment of the respective business has been closed to the satisfaction of the competent competition authorities.

• 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.

• 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).

More Definitions of Warranty Escrow Account

Warranty Escrow Account has the meaning set forth in the Warranty Escrow Agreement

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 Account means the bank account as defined in Article 5.2(b).