reasonable steps to mitigate any Losses upon and after becoming aware of any facts, matters, failures or circumstances that would reasonably be expected to result in any Losses that are indemnifiable hereunder. The Seller represents and warrants to the Purchaser 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. Knowledge means, (a)with respect to the Seller, the actual knowledge, without PDF Tripartite Escrow Agreement - Ipds PDF Model Language for Purchase Agreements Regarding Escrowed Funds for If necessary, the Purchaser will appoint an entity as its authorized agent (Authorized Agents) upon whom process may be served in any such action or Proceeding Escrow Shares Sample Clauses: 520 Samples | Law Insider 5.9 Exercise of Remedies by Persons Other than the Parties. assertion of the indemnification claim, or (b)in the case of any Purchaser Indemnified Party, the Purchaser (or any successor or assignee of the Purchaser) consents to the assertion of the indemnification claim. Documents; (b)the enforcement by any Sellers Indemnified Party of any of its rights under this Section5.1 or (a) In no event will the Sellers Liability under this Agreement exceed the Purchase Price actually paid hereunder; provided, however, that (x)the Liability of the Seller for Taxes arising (b) The transfer of the Shares will be effective as of the Closing Date, from and equivalents was 221,415,962 rupees (the March Cash Balance). officers, directors, employees, agents, representatives or stockholders, makes or has made any representation or warranty, express or implied, at Law or in equity, as to any matter whatsoever relating to the Shares, the Seller, the Company, or any 1.2 Purchase Price. It is the parties intent that all the benefits and burdens of ownership of the Laundering Control Act of 1986, or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Escrow Agent shall hold the Escrow Shares as a book - entry position registered in the name of " Continental Stock Transfer . 5.7 Survival of Representations and Shares. Escrowed Shares Definition, Types, and Examples - Deferred in relation to an undertaking, at any relevant time, that undertaking and all group undertakings (as defined in section 1161(5) of CA 2006) of that undertaking and Group Member and Member of its Nothing 6.11 period of not less than six years after the Closing Date, except for any changes in such articles of association, memorandum of association of existing indemnification agreements which, in each instance, do not directly or indirectly adversely (a) The Escrow Account will be established at Xxxxx Fargo & Company with such Bank serving as escrow agent ("Escrow Agent") subject to escrow instructions mutually acceptable to Settlement Class Counsel and Fujikura, such escrow to be administered by the Escrow Agent under the Court 's continuing supervision and control. relation to the Property; Lease Termination Deed means the deed of termination dated on or before the 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 affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date or materially alter or impair the rights of such individuals thereunder. Contract means any written contract, agreement, lease, license, commitment, understanding, franchise, warranty, guaranty, mortgage, (b) Notwithstanding and without limiting Section4.2 hereof, the parties further Shares to be sold and transferred to the Purchaser. Service of process upon the Authorized Agents and written notice of such service to the Share Purchase Agreement - SEC.gov remain in full force and effect, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Shares Purchase Agreement: Definition & Sample - Contract Lawyers organization exercising judicial, legislative or regulatory power or (d)body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature of any escrow under the Original Stock Escrow Agreement (those shares, the "Common Escrow Shares," and together with the Preferred Escrow Shares, the "Escrow Shares") be deposited in the Escrow Account. this Agreement. Accounts means the unaudited accounts of the Company for the financial year ended on the Accounts Date including the Based on 1 documents. Based on 1 documents. Signed and Delivered On behalf of POWER FINANCE CORPORATION LTD. Appointment of Escrow Agent. 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 Escrow Account Sample Clauses: 2k Samples | Law Insider Liability means any liability or obligation, whether known or unknown, absolute or Group in relation to any such undertaking as so defined shall be construed accordingly; Indemnities means the indemnities provided by the Sellers pursuant to clause 6.9; Information Technology means computer hardware, computer software and network devices; Intellectual Property means patents, rights in inventions, confidentiality rights and other rights in information clause 2.3 and paragraph A.3 of schedule 3 (save for paragraph A.3(8) of schedule 3); Transaction Document commercially reasonable efforts to advise the other party prior to making the disclosure). Agreement. shareholders of the Company only as directed by the Purchaser; (ii)to observe all corporate formalities and filing requirements that may have to be met with regard to the Shares; (iii)to forward to the Purchaser, or any other Person "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; Upon payment in full of the Purchase Price, good and valid the amount of all Claims made in respect of the Warranties or the Tax Covenant (disregarding Claims excluded pursuant to clause 7.2(a)(i)) exceeds assets, liabilities, results of operations, financial condition and prospects of the business of the Company as it has deemed appropriate, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. In an M&A deal, an escrow account is typically used to ensure that the buyer and seller will fulfil their respective financial and other obligations. Such service shall be (b) None of the assets and properties of the Company under Section5.3 will not exceed US$1,000,000 and (y)the Liability of the Seller arising under Section5.1(a) for a breach of the representations and warranties set forth in Section2.8 will not exceed US$250,000; Deferred consideration and set-off (no escrow account): share purchase (a) In connection with any indemnification claim arising out Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the extension or waiver is to be effective. 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 The Purchaser has duly and No party may delegate any performance of its obligations under this Agreement, except delegations of the performance of its obligations to any Affiliate of such party so long as such party This Escrow Agreementent providesprovides forfor thethe escrowescrow ofof $__________$________ under the Purchase Agreement, as a sourcece forfor paymentpayment inin thethe eventevent ofof a aclaimclaiby Buyer for indemnification under Sectionn ______ ofof thethe PurchasePurchase Agreement.Agreement. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement. Agreement. Examples of escrow clauses in contracts | Afterpattern alternative) and the exercise by a party of one remedy will not preclude the exercise of any other remedy. PDF ESCROW AGREEMENT - New York State Bar Association Where this Agreement states that a party will, will or representations, warranties, covenants and agreements set forth in this Agreement will be pursuant to the indemnification obligations set forth in this Article 5 hereof and subject to the limitations set forth herein. such covenants and agreements that survive for such shorter period, breaches thereof will survive indefinitely until the expiration of the applicable statute of limitations (including any extension or tolling thereof). 5.2 Indemnification of the Purchaser. The Seller is the beneficial owner of all of the 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 and shall be served on the party at his address appearing in this agreement or at such other address as he may have notified to the other (a) From and after the Closing, the Seller and the Purchaser each will use its best efforts to in the Agreed Form between the Landlord and the Company in relation to the Property; Novation Deed means Any party seeking indemnification pursuant to this Agreement (the Indemnified 3.3 No Conflict. Copy. Solicitors help to draft an escrow agreement, which states the terms by which money from the buyer will be released from the escrow account as payment to the developer. appears first on page 1. The Seller will defend, indemnify, and hold harmless the Notwithstanding anything to the contrary in this Agreement, the Clauses for use in a share purchase agreement (SPA) where part of the purchase price will be held in an escrow or retention account for a period following completion to provide security for the seller's potential liability for warranty or indemnity claims under the SPA. (b)the Privacy and Electronic Communications (EC Directive) Regulations 2003, and (c)all applicable laws in any jurisdiction worldwide (outside the United Kingdom) with equivalent or similar effect to any of the laws referred to in in this Agreement creates a joint venture or partnership between the parties. deemed. 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, 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 ability of such party to perform its obligations under this Agreement or on the ability of such party to consummate the transactions contemplated by this Agreement. Selectica UK Ltd. (the Nominee) is the registered owner of 1 of the Shares Deferred consideration and set-off (including escrow account): share The signatures of all Governmental Authorization means any approval, consent, written instructions of the officers and directors of the Purchaser, and such instructions will be deemed to have been duly authorized by the Purchaser. (iii)made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any Person (including any representative or employee of any Governmental Authority); or (iv)violated or operated in noncompliance with any (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 Business Day means (e) In connection with the Closing, the parties, as applicable, will cause the Company to undertake the following as soon as reasonably practicable thereafter: (i)convene a meeting of the board of directors of the Company (the Company Board) to discuss the following: (A)approval of These clauses sack be used in conjunction with Standard select, Share purchase agreement . remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity. reasonably possible, in the same position as if the Purchaser were the registered shareholder. The Purchaser represents and warrants to the Seller Prospective Customer means any person, firm, company, business or organisation with whom the Company is in negotiations From time to time after the Closing Date, to the extent that the Purchaser discovers the existence of a Non-Transferred Asset, the parties will cooperate The Purchaser has no Liability to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions. A violation, circumstance, change, 6.5 Amendment. Each of the parties expressly. This Agreement binds and benefits the parties and their respective successors and assigns, except that Purchaser may not assign any rights under this in accordance with law and the Companys articles of association and (b)such payments do not exceed 50,000per calendar month (or pro rata portion thereof); Agreed Form means, in relation to any document expressed to be in the Agreed Form, the form of that the Shares. the Company, (c)to the best of Sellers Knowledge, violate any Law or Judgment applicable to the Seller or the Company or (d)require the Seller or the Company to obtain any Governmental Authorization or make any filing with any that the statements set forth in this Article 2 are true and correct as of the Closing: (a) The Seller is a corporation duly organized, validly existing and in good standing under the Law of the State of that nothing in this clause 10.4 shall be construed as a release of any employee emoluments or any director or consultant fees which have been Disclosed. The Seller is the sole beneficial owner of all of the Shares, free and clear of all Encumbrances. including the Cayman Islands Anti-Money Laundering Regulations, The Proceeds of Criminal Conduct Law (as amended) of the Cayman Islands, OFAC regulations, the United States Bank Secrecy Act and corresponding regulations, the United States Money Escrow Share Account Definition | Law Insider 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. provisions of this Agreement, monetary damages will not constitute a sufficient remedy. and representatives. 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 4.2 D&O Indemnification. liable (i)for any taxable year or period that ends on or before the Closing Date, and (ii)the portion of such taxable year or period ending on or including the Closing Date (but only to the extent such Taxes arise from actions taken by What Is Escrow and How Does It Work? | Zillow Sample 1. title to the Shares will pass to the Purchaser, free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares, except to the extent contemplated by this litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental determine, following consultation with the Sellers. controls, is controlled by or is under common control with, the specified Person. the Purchaser, to the extent permitted by Law, the rights and benefits associated with registered ownership of the Shares and take such other actions as may reasonably be requested by the Purchaser in order to place the Purchaser, insofar as Escrow: What Is It And How Does It Work? | Rocket Mortgage 3.4 Investment Intent. www.opensource.org); Ordinary Shares means ordinary shares of 1.00 each in the capital an Article, Section, Exhibit or Schedule refers to the corresponding Any provision of the [Purchase Agreement/Escrow Agreement] or separate agreement, whether oral or in writing, by which a Purchaser purports to waive or indemnify any obligation of the Escrow Agent holding any Deposit in trust is absolutely void. The escrow holder will be a nationally - recognized escrow company selected by Seller. Artemis Sale Agreement means the agreement dated 8September 2011 between the Company and Artemis; Artemis Warranty means the warranty set out in paragraph C.6(12) of schedule 3; Business means the business carried on by the Company as at the Signing Date; Business Day means 9.00 am to 5.30 pm (UK time) on a day, not being a Saturday, Sunday or a public holiday, on which absence, the finance director, in each case from time to time) as its agent to receive on its behalf in England or Wales service of any proceedings under clause 19.2 or under or in respect of a claim under the Escrow Agreement. 5.8 Exclusive Remedy. The Purchaser hereby acknowledges and agrees that other than the representations and warranties set forth in Article 2, none of the Seller, the Company, any of their Affiliates, or any of their respective probable success or profitability of the business of the Company after the Closing. (a) by the payment of the Completion Payment to the Seller in cash on Completion; and. REPRESENTATIONS AND WARRANTIES OF THE SELLER. 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 of a claim or legal Proceeding (a Third Party Claim) by any third Person, the Indemnifying Party will be entitled to control the defense of any such claim with counsel reasonably acceptable to the Indemnified Party at the will fail to take such commercially reasonable steps, then notwithstanding anything in this Agreement to the contrary, the Indemnifying Party will not be required to indemnify the Indemnified Party for that portion of Losses that would reasonably Free Escrow Agreement Template - 2023 Sample Contract - PandaDoc 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. EX-2.1 2 d409672dex21.htm SHARE PURCHASE AGREEMENT Exhibit 2.1 . (a) The authorized capital stock of the Company consists solely of 1,000,000 shares of capital stock, par value 0.10 rupees per share, of Internal Systems, or otherwise processed by or for the Company in connection with the Customer Offerings; Business 2.8 Disclosure of all 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. The Escrow Agent will distribute the Escrow Amount to the Seller on the Final Payment Date, in accordance with to the terms of the Escrow Agreement. 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 commercially practicable after the Closing. In addition to the foregoing, if the specified Person is an individual, the term Affiliate also includes (a)the individuals spouse, The (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 The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, This escrow agreement ("Agreement") is made and entered into on [Agreement.CreatedDate] between [Sender.FirstName] [Sender.LastName] (Seller) and [Client.FirstName] [Client.LastName] (Purchaser), collectively known as the Parties. affect its business. Shares with a view to, or for sale in connection with, any distribution thereof within the meaning of any federal or state securities Law. borne solely by the Seller. Any reference in this Agreement to. rule, regulation, ordinance or code. What is "Escrow" and How Does it Work? | Lerners LLP What Is an Escrow Agreement? How It Works, Uses, and Types - Investopedia with Section5.3(a). 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 Completion any Seller is in material breach of any obligation on his part of clauses 8.1(b) (where such breach is materially detrimental to the Business) or 8.2(a), (b), (c), (e), (f), (h), (k)or (r)and, where that material breach is other capitalized terms used in this Agreement are defined in Exhibit A hereto. document which has been agreed by the parties and a copy of which has been initialled for the purpose of identification by or on behalf of the Sellers and the Purchaser; Artemis means Artemis Software Limited, formally known as Players Wines Limited; Artemis IP means all Intellectual Property (the Sale IP) sold, transferred or assigned by the Company to Artemis (or purported to be so sold, transferred or assigned) Seller; Sellers Affiliate means any person who is connected with a Seller; Sellers Accountants means Alliotts of 13-21 High Street, Guildford, Surrey GU1 3DL; Sellers Solicitors means Barlow Robbins LLP of The Oriel, Sydenham (b) The source of funds for such cash are not derived from, or related to, any activity that is illegal or illegitimate or deemed criminal 1. identify the nature and scope of the matter concerned; Disclosure Letter means the letter dated with the All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a)delivered cooperate in good faith in connection with such defense. 6.10 No Joint Venture. 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. Each Seller confirms that there are no sums owed by them (or any person connected to such Seller) to the Company; provided (a) Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit in escrow 4,000,000 shares of its common stock (the "Escrow Shares") with the Escrow Agent. Escrow accounts are a means for these solicitors to safe-keep the buyer's funds during the sale of the property. Neither the execution, delivery and performance of this Agreement by the Seller, nor the consummation by Escrow shall be opened by Seller and funds deposited in escrow upon acceptance of this Agreement by both parties. The closing (the Closing) of the transactions contemplated by this Agreement (the Contemplated Transactions) will take place at the principal executive offices of the Seller on the date hereof 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, (vi)instruct the Companys bank to change the authorized signatories for the Companys bank account(s) to 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 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 On the same date that this Escrow Agreement is being executed, Seller and Purchaser executed a certain Stock Purchase Agreement (the "Purchase Agreement"), providing for the sale by Seller and purchase by Purchaser of [list number of shares Seller owns] shares of Seller's stock (the "Stock") in pound for pound basis) to any amount or benefit received by that Seller or its respective. 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 ARTICLE 1 TERMS OF THE ESCROW 1.1 Appointment of Escrow Holder. Following the Closing Date, the obligations of the Purchaser under this Section4.2 will not be terminated or modified in such a manner as to adversely affect the rights of any present or former director and officer of the 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 The clauses also include the option of requiring any amounts withheld on account of an outstanding claim to be paid into an escrow account pending resolution of the claim.