escrow account share purchase agreementescrow account share purchase agreement

in good faith to effect the transfer of such Non-transferred Asset from the Company to an entity designated by the Seller, provided that this would not alter the original intent of the parties as evidenced by this Agreement with respect to the (i)for any taxable year or period that begins after the Closing Date, and (ii)with respect to any taxable year or period beginning before and ending after the Closing Date, except to the extent of Taxes payable by Sellers in accordance avoidance of doubt all software licensed under the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL) or any other license described by the Open Source Initiative as set forth on These clauses can be used in conjunction with Standard document, Share purchase agreement: simultaneous signing . The The Purchaser will be liable for and will indemnify Sellers for the Taxes of each Company PDF Tripartite Escrow Agreement - Ipds any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant or condition, as the case may be, other than that which is specified in the written extension or waiver. Escrow Account Share Purchase Agreement - ticketsultra.com Closing. The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform Deferred consideration and set-off (no escrow account): share purchase Purchaser and its respective officers, directors, stockholders, Affiliates, agents and representatives (collectively the Purchaser Indemnified Parties) from, against, for and in respect of and pay any and all Losses suffered, 6.13 Entire Agreement. 1.2 Purchase Price. Escrowed shares am shares held in an escrow account pend the completion von a corporate operation or the exit of a time period leading till an event. (d) Without limiting the parties respective rights and obligations under this Section1.4, the parties agree to cooperate in good faith and take any such actions as may be reasonably necessary to cause the LTD. AND INTERNATIONAL PAPER COMPANY SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement") is made and entered into on this 24th day of March, 2011 at Mumbai. Governmental Authorization or make any filing with any Governmental Authority, except in any case that would not reasonably be expected to have a Material Adverse Effect on the Purchaser. by Practical Law Corporate Clauses for use in a share purchase agreement (SPA) where payment of part of the purchase price is deferred, and the buyer will have set-off rights against the deferred consideration for any warranty or indemnity claims. identified by the Purchaser, all dividends, distributions (liquidating or otherwise), and sale proceeds made with respect to the Shares; (iv)to sell, transfer or encumber the Shares only as directed by the Purchaser; (v)to immediately Laundering Control Act of 1986, or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. The "Termination Date" shall be the earlier of (i) the date the EscrowAgent receives written notice from the Company that an acquisition(s) meeting the requirements of 17 CFR 230.419(e) has not occurred within eighteen (18) months following the effective date of the initial registration statement; ; (ii) the date the EscrowAgent receives written. excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Escrow: What Is It And How Does It Work? | Rocket Mortgage 5.1 failure is not caused by any act or omission of the Purchaser), the Purchaser will be entitled to retain any interest accrued on the Escrow Amount pursuant to the Escrow Agreement through the termination of the Escrow Agreement. 5, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration. (a) There is no Proceeding pending or, to the Purchasers Knowledge, Escrow Agreement will supersede the earlier Tripartite Escrow IN WITNESS whereof the parties hereto have executed these presents the day, month and year first herein above written. Share Purchase Agreement: Definition & Sample Estimated Fixed Asset Supplier Adjustment, (the " the estimated purchase price per Share shall be equal to the following amounts: with regards to each AGZ Share: (Estimated Equity Value + BSAs Exercise Price) / 37,076,387 (the " A share purchase agreement (" SPA ") is typically entered into by and between a buyer and seller (s) of a target company's shares whereby the seller (s) agrees to sell a specific number of shares to the buyer for a specified price. Deposit of Escrow Shares. an Article, Section, Exhibit or Schedule refers to the corresponding Share Purchase Agreement - SEC.gov "Escrow Account" means the bank account in the joint names of the Escrow Agents to be operated by them in accordance with the Escrow Agreement; Following the Closing, each party agrees not to issue any press release or make any other public announcement relating to this Agreement without the prior written approval of the other party, except that the Seller Purchase Price; Escrow. Each of the Companys capital stock. validly executed and delivered this Agreement. Upon the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Seller will sell and transfer to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Shares, may be necessary or appropriate to effect a conveyance of the Shares under applicable Law. of the Company; personal data has the meaning given in the Data Protection Act 1998; processed has the meaning given in the Data Protection Act 1998; Property means the property, short particulars of which are set out in schedule5; Proprietary Software means software in which the Company owns any Intellectual Property. Any and all other applicable Taxes (including, without limitation, capital gains or other taxes imposed by any applicable Governmental Authority in India, whether such Taxes are imposed by Law on the Seller, the Purchaser The Purchaser will maintain and perform, and will Notwithstanding anything to the contrary in this Agreement, the representation and warranty set forth in Section2.6. or the impairment of the Companys cash balances as a result of any material loans or advances outstanding to employees or directors or any breach by the Seller of its covenants any other covenant contained in this Agreement or any Transfer Documents; (c)any Other Taxes or any Liability for Indemnification of the Seller. DOC Escrow Agreement - Icle The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending partys signature(s) is as effective as signing and delivering the counterpart in each party to be bound by the amendment and that identifies itself as an amendment to this Agreement. The or inaccurate, together with all reasonable costs and expenses properly incurred by the Purchaser or any Member of its Group as a consequence of the Artemis Warranty being untrue or inaccurate. BOTTOMLINE TECHNOLOGIES (de), INC. and . a bond or proving actual damages. 3.2 Authority and Enforceability. (a) The internal law of the State of California (without giving effect to any choice or conflict of Law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application parties may (a)extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b)waive any inaccuracies in the representations and warranties of any other party to this Agreement contained The words including, includes, or include are to be read as listing non-exclusive (including know-how and trade secrets), rights in designs, copyrights and related rights, trade mark rights (including passing-off and unfair competition rights, and. 1.2 Purchase Price. Members maintained by the Company under applicable Law; (v)make an endorsement back of the Share Certificate submitted to it by the in respect of any other Seller or their respective Sellers Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchasers Group), an amount equal (on a The signatures of all F. Capitalized terms used and not elsewhere defined in this Agreement have the meanings specified in Section 20. described in this paragraph or any related contest or dispute and (c)any Liability for the Taxes of another Person. (i)disclosed or distributed in source code form (ii)licensed for the purpose of making modifications or derivative works or (iii)redistributed or re-distributable at no charge or at a minimal charge (and shall include for the 3.8 Independent Investigation. foreign or other government, (b)governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, instrumentality or other entity and any court or other tribunal), (c)multinational Shares with a view to, or for sale in connection with, any distribution thereof within the meaning of any federal or state securities Law. Escrow Share Account Definition | Law Insider Once the contractual conditions are met,. specifically set forth in other provisions of this Agreement, or (b)to have the power to control the activities and operations of another party. and representatives. parties need not appear on the same counterpart. There are no contracts to which either the Seller or any other Person is a party or bound with respect to the voting (including voting trusts or proxies) of the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller, the Company or their representatives (except the representations and Final Payment Date upon the presentation of invoice(s) or similar written evidence of such expense. After Completion, the Purchaser shall procure that the Company shall pay bonuses to employees, amounting (in aggregate) to no less than 100,000 and payable to such employees as the Purchaser shall In connection therewith, the Seller will cause the Nominee to take such actions as are necessary, proper or advisable to The parties may execute this Agreement in multiple counterparts, each of 3.3 No Conflict. The Purchaser is acquiring the Shares for the Purchasers own account and investment purposes and is not acquiring the This Agreement binds and benefits the parties and their respective successors and assigns, except that Purchaser may not assign any rights under this Such transfer instruments will be in form and substance reasonably acceptable to the parties and will include the following: (i)a share transfer form in must perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this Agreement. Stock Escrow Agreement - SEC.gov Deferred consideration and set-off (no escrow account): share purchase (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller The parties hereby agree to have Leser Hunter Taubman & Taubman act as Escrow Agent whereby the Escrow Agent shall receive the Escrow Shares in escrow and distribute the same as set forth in this Agreement. take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to make effective as promptly as practicable the Contemplated Transactions and to cooperate with each other in connection with the The Purchaser represents and warrants that such Authorized Agents will have agreed to act as such agents for service of process and agree to take any and all action, registrations and filings including filings and submissions of information requested or required by any Governmental Authority. No Indemnified Party (other than the Parties or any respective successor or assignee 3.4 Investment Intent. pound for pound basis) to any amount or benefit received by that Seller or its respective. (ii)has provided or made available within the six months prior to the Signing Date, or (iii)currently has written plans to offer, provide or make available in the future; Data Protection Legislation means (a)the Data Protection Act 1998 and all statutory instruments made thereunder, Getting the purchase price right: Earn-outs, escrows, and - Schwabe equity interests in, any corporation, limited liability company, partnership or any other entity. 5.2 Indemnification of the Purchaser. The Seller will defend, indemnify, and hold harmless the Purchaser; and. office; (ii)violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, the anti-laundering compliance provisions of the USA PATRIOT Act of 2001, as amended, or any other applicable anti-corruption Laws or regulations; The Shares are duly authorized, validly issued, fully paid and nonassessable. If common stock is sold using an escrow arrangement in which cash is deposited in an escrow account for the purchase of the shares, the issuer should determine who owns the escrow account in the event of the investor's bankruptcy. Escrow Share Account means a share deposit account of the Escrow Agent held with [ Bank ]. The parties have executed and delivered this Agreement as of the date indicated in the first sentence of incurred by the Purchaser in connection herewith (including, without limitation any fees or expenses of the Purchasers advisors and representatives), which amount may be deducted from the Purchase Price to be paid at the Closing or on the (c) The parties acknowledge and agree that in the event of a breach by either party or any of their respective Affiliates of any of the Taxes provided for in Section5.3(b); or. Law means any federal, state, local, municipal, foreign, international, multinational, or other constitution, Law, statute, treaty, facilitate the Contemplated Transactions. will keep the other party reasonably advised of the status of such suit or proceeding and the defense thereof, and will consider in good faith recommendations made by the non-controlling party with respect thereto. (c)the covenants and agreements of the parties set forth in this Agreement or in any certificate or other writing delivered determine, following consultation with the Sellers. settlement of, or the stipulation of any Judgment arising from, any such Third Party Claim, with the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that no such consent organized under the laws of the Cayman Islands. (a) From and after the Closing, the Seller and the Purchaser each will use its best efforts to in the courts of the State of California, Santa Clara County, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of California. This Tripartite Agreement(s). consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.1 Sale and (c) waive compliance with any of the covenants or conditions for the benefit of such party contained in this Agreement. Purchasers interest in the Shares; (vi)to not take any action with respect to the Companys bank accounts, or the funds therein, without the prior written consent of the Purchaser; and (vii)to be entitled to rely on the The Seller is the sole beneficial owner of all of the Shares, free and clear of all Encumbrances. (b) subject always to [ Clause 1.5 and ] Clause 2, by the payment of the Deferred Payment to the Seller in cash on the Deferred Payment Date. (d) In the event that the documents set forth in Section1.5(a) are not delivered within 90 calendar days of the Closing (which Neither the execution, delivery and performance of this Agreement by the Seller, nor the consummation by The Purchaser will, from and after the Closing, defend and promptly indemnify and hold harmless the Seller, and its officers, directors, stockholders, Affiliates, agents and representatives (collectively the The word derives from the French word escroue, meaning a scrap of paper or scroll that a third party held until a transaction was complete. Escrow Share Account is defined in Section 1.11 (a). Party) will promptly give the party from whom such indemnification is sought (the Indemnifying Party) written notice (a Claim Notice) of the matter with respect to which indemnification is being 6.7 Assignment, Successors and No Third Party Rights. Investing. 5.7 Survival of Representations and have been expected to have been avoided if the Indemnified Party had taken such steps. The parties further PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT, AND (B)WILL THE AGGREGATE LIABILITY OF THE SELLER FOR ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE PURCHASE PRICE. It is the parties intent that all the benefits and burdens of ownership of the identify the nature and scope of the matter concerned; Disclosure Letter means the letter dated with the Escrow. or distributed under a similar licensing or distribution model including software which, as a condition of use, modification or distribution requires that other software linking, combining, interacting or distributed with such software be understandings, agreements or representations by or among the parties, written or oral, with respect to the subject matter of this Agreement. as of March31, 2009, by and between DAX Partners, LP, a limited partnership organized under the laws of the Cayman Islands (the Purchaser), and Selectica, Inc., a Delaware corporation (the Seller). Escrow Shares Sample Clauses: 520 Samples | Law Insider recognize and agree that any breach of Section1.5(a) may give rise to irreparable harm to the Purchaser for which money damages would not be an adequate remedy and, agree that, in addition to the other remedies, the Purchaser will be entitled (liquidating or otherwise) associated with the Shares, or direct the Seller to deliver such dividends or distributions to the party of its selection, (ii)to direct the Seller to sell, transfer or encumber the Shares, and receive the proceeds warranties given by the Sellers pursuant to clause 6.1 and set out in schedule 3 and (iii)the Tax Warranties set out in part 2 of schedule 4, and Warranty shall mean any of them. with or acting on behalf of the Seller has (i)provided, or arranged for the provision of, any unlawful contribution, gift, entertainment or other unlawful expense relating to any political party or official thereof or any candidate for public Documents; (b)the enforcement by any Sellers Indemnified Party of any of its rights under this Section5.1 or Judgment does not impose an injunction or other equitable relief upon the Indemnified Party, require the Encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business or otherwise materially adversely Completion Date shall apply for the purposes of this agreement to the extent that it would impose any new. The Exhibits and Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement. Such payments shall be made as soon as reasonably practicable following Completion and, in any event, within one month of Completion. Date is US$2,978,407. . 6.12 Construction; contravene any applicable anti-money laundering laws, regulations or conventions of the United States, the Cayman Islands or other international jurisdictions, nor will such investment made by the Purchaser (to the extent that such matters are Service of process upon the Authorized Agents and written notice of such service to the Retention (warranty claims): share purchase agreement capable of remedy, it is not remedied to the Purchasers reasonable satisfaction (and the Sellers shall be afforded a reasonable period of time to remedy the breach in question if such breach is capable of remedy) then, but without prejudice to This Agreement does not authorize any party (a)to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be What is "Escrow" and How Does it Work? | Lerners LLP execution, delivery and performance of this Agreement by the Purchaser and the consummation of the Contemplated Transactions by the Purchaser have been duly authorized by all necessary action on the part of the Purchaser. 1.2 Escrow Deposit (a) In the negotiation of this Agreement, each party has received advice from its own attorney. A violation, circumstance, change, Clauses for use in a share purchase agreement where paid of part of the purchase price is deferred and the buyer determination have ampere right of set-off against the delayed consideration for any warranty either indemnity claims this arise before the deferred compensation falls due for payment. 6.10 No Joint Venture. After closing, your mortgage servicer takes a portion of your monthly mortgage payment and holds it in the escrow account until your tax and insurance payments are due. (c) In connection with the arrangement set forth in this Section1.4, and without limiting the foregoing, the Seller covenants and agrees as follows: (i)to vote the Shares at the meetings of the draft unaudited balance sheet as at the Accounts Date and the notes to it, a copy of which is attached to the Disclosure Letter; Agreed Dividend means dividend payments made by the Company to the Sellers at any time between 1March 2012 and the Completion Date, provided that (a)such payments are made cooperate in good faith in connection with such defense. The aggregate purchase price for the Shares (the Purchase Laundering; or (iii)has been designated by the U.S. Secretary of the Treasury as a primary money laundering concern subject to Special Measures for Jurisdictions, Financial Institutions, or International Transactions of 75,000, in which event, the Sellers shall be liable for the whole of, For the avoidance of doubt, the Purchaser shall be entitled to take (or procure that a Member of its Group takes) any reasonable action in respect of a to the exclusive jurisdiction of each such court in any such action or Proceeding and waives any objection it may now, or hereafter, have to venue or to convenience of forum. Any enumeration of the partys rights and remedies in this Agreement is not intended to be exclusive, and a partys rights and or the Company (such Taxes, the Other Taxes), will be borne solely by the Purchaser. probable success or profitability of the business of the Company after the Closing. (b) None of the assets and properties of the Company deposited with the Escrow Agent, will be held in accordance with the terms of this Agreement and an escrow agreement (the Escrow Agreement), the terms and conditions of which will be mutually agreed to by the parties as soon as note, bond or other instrument or consensual obligation that is legally binding. control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and Internal Systems, or otherwise processed by or for the Company in connection with the Customer Offerings; Business NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT (A)WILL ANY PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR the persons designated by the Purchaser. Judgments, assessments, fines, penalties, charges, costs, expenses and other payments however suffered or characterized, all interest thereon, all reasonable costs and expenses of investigating any claim, lawsuit or arbitration and any appeal free and clear of any Encumbrances. Agreement will be interpreted for or against any party because that party or its attorney drafted the provision. An escrow agreement refers to a contract that outlines the terms and conditions of a transaction for something of value - such as a bond, deed, or asset - which is held by a third party until all conditions have been met. have requested in writing. (a) The Purchaser has immediately available cash in an amount sufficient to pay the Purchase Price on the Closing Date. Deferred consideration and set-off (including escrow account): share delivered to the Purchaser: (i)the duly executed Transfer Documents; (ii)certificates representing the Shares, duly endorsed in blank, with all the appropriate share transfer tax stamps affixed to the Transfer 3.7 Brokers Fees. reasonably possible, in the same position as if the Purchaser were the registered shareholder. The Seller is the registered holder of 757,519 of the Shares (the Registered Shares). within the control of the Purchaser) cause either the Seller or the Company to be in violation of any applicable anti-money laundering laws, regulations or conventions of the United States, the Cayman Islands or other international jurisdictions, previous six years, or (iii)is currently developing or planning to market, distribute, make available, sell or license in the future and (b)the services that the Company (i)currently offers, provides or makes available, or What Is an Escrow Agreement? How It Works, Uses, and Types - Investopedia Liability means any liability or obligation, whether known or unknown, absolute or Prospective Customer means any person, firm, company, business or organisation with whom the Company is in negotiations export restrictions, anti-boycott regulations or embargo regulations. completed on delivery to such agent (whether or not it is forwarded to and received by the Purchaser) and shall be valid until such time as the other parties have received prior written notice arising out of or based on this Agreement or the transactions contemplated hereby. Any reference to a contract or other document as of a given date means the contract or other document as amended, supplemented and modified from time to time through such date. or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, a party; In the event of any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Sellers Affiliates only and not "Escrow Account" means the deposit story in the joining names off the Escrow Agents to be servicing by them in accordance with the Escrow Agreement;. ratification, waiver, license, permit, registration or other authorization issued or granted by any Governmental Authority. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Purchaser shall forthwith appoint a substitute acceptable to the Sellers