Additional Escrow Provisions Sample Clauses
The "Additional Escrow Provisions" clause sets out supplementary terms and conditions governing the management and operation of an escrow account in a transaction. It may address specific instructions for the release of funds, outline additional responsibilities for the escrow agent, or specify procedures for handling disputes or unforeseen circumstances. By providing these extra details, the clause ensures that all parties have a clear understanding of how the escrow process will be administered, thereby reducing the risk of misunderstandings or conflicts related to the handling of escrowed assets.
Additional Escrow Provisions. (a) In the event that (i) Escrow Agent shall receive contrary instructions from the Parties hereto; (ii) any dispute shall arise as to any matter arising under this Agreement; or (iii) there shall be any uncertainty as to the meaning or applicability of any of the provisions hereof, Escrow Agent’s duties, rights or responsibilities hereunder or any written instructions received by Escrow Agent pursuant hereto, then Escrow Agent may either (y) continue to hold the Escrow Funds pursuant to this Agreement until receipt of instructions signed by the Parties as to the disposition of the Escrow Funds, in which event Escrow Agent shall provide Landlord and Tenant with prompt notice of the reason for Escrow Agent continuing to hold the Escrow Funds in escrow and stating in reasonable detail the grounds therefor, or (z) deliver all Escrow Funds held in the Escrow Account unto a court of competent jurisdiction to resolve the dispute and/or adjudicate the final disposition of such funds and bring an action of interpleader or other comparable proceeding. In the event of litigation between the Parties as to the disposition of the Escrow Funds, Escrow Agent may either continue to hold the Escrow Funds pursuant to this Agreement pending the resolution of the litigation or may deliver all Escrow Funds held in the Escrow Account to the clerk of the court in which any such litigation is pending. Upon delivery of the Escrow Funds to the court as provided in this Section 6, Escrow Agent shall thereupon be relieved of, and discharged and released from, any and all liability hereunder. In any such event, the Parties agree to pay the reasonable attorneys’ fees and costs incurred by Escrow Agent (which the Parties shall share equally), for any litigation in which Escrow Agent is named as, or becomes, a party; provided, however, in the event such litigation results in a decision or settlement that Landlord wrongfully withheld payment of the Allowance, Landlord shall be solely responsible for the fees and costs incurred by Escrow Agent .
(b) Escrow Agent may rely and/or act upon any judgment, certificate, demand or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity thereof, or the jurisdiction of a court issuing any such judgment. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and/or validity of any writing received by...
Additional Escrow Provisions. The following additional provisions shall be applicable in respect of the Escrow Amount:
(a) Interest and earnings on the Escrow Amount shall be disposed of in the same manner as the Escrow Amount, e.g., if the Sellers and the ESOP receive the entire Escrow Amount they shall be entitled to all of the interest and earnings thereon; if the Sellers and the ESOP receive 80% of the Escrow Amount, they shall be entitled to 80% of the aggregate interest and earnings on the Escrow Amount.
(b) All taxes in respect of interest and earnings on the Escrow Amount shall be borne by the Sellers and the ESOP; provided that if and to the extent that any proportion of the Escrow Amount is paid to the Buyer, the Buyer shall bear such proportion of such interest and earnings and shall promptly reimburse the Sellers and the ESOP for same, together with interest thereon from the date of such payment through the date of reimbursement computed at the rate applicable to underpayments of federal income taxes during such period.
Additional Escrow Provisions. The additional provisions of the ---------------------------- escrow shall be as set forth in the Fee Schedule and the "General Provisions for Corporate Escrow Agreement" attached hereto (the "General Provisions").
Additional Escrow Provisions. A. If an Escrow Trigger Event occurs during the Loan Agreement period, ICW AG has the following options as it relates to the RPNavigator Source Code:
i. Exercise rights under the Escrow Agreement.
ii. In lieu of exercising their rights under the Escrow Agreement, ICW AG may choose to pay CAI the sum of the difference between $1.5 million and the sum of all funds paid or loaned to CAI during the SOW period and the Loan Agreement period in exchange for a copy of the Source Code for RPNavigator and the balance of the CAI Care Plans (at the date of this agreement 33 other CAI Care Plans exist) and all applicable documentation. Under this option ii, ICW AG will have global unlimited nonexclusive rights to sell, license, distribute, maintain, modify, enhance and use the software; and the loan indebtedness will be cancelled. * Portions of this page have been omitted pursuant to Confidential Treatment Request and filed separately with the Commission.
Additional Escrow Provisions. In the event that both of the Letters of Credit are delivered to Hollywood at the Closing, then the $1,000,000 B Note and the $1,000,000 Springing B Guaranty shall be returned to Redwood. In the event that either of the Letters of Credit is not delivered to Hollywood at the Closing, then the $1,000,000 B Note and the $1,000,000 Springing B Guaranty shall be placed in escrow, under the Escrow Agreement, pending the earlier to occur of (i) delivery of both of the Letters of Credit, or (ii) sixty (60) days from the Closing. If the Letters of Credit are not delivered to Hollywood as provided in this Agreement or in the Escrow Agreement within sixty (60) days after the Closing, then the $1,000,000 B Note and the $1,000,000 Springing B Guaranty described in Section 5c above shall be released from the escrow and delivered to Hollywood.
Additional Escrow Provisions