Additional Escrow Provisions Sample Clauses

Additional Escrow Provisions. The Buyers and Sellers have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the Deposit in accordance with the terms of this Agreement. The Deposit shall be released or delivered to the parties entitled thereto pursuant to this Agreement with reasonable promptness after the Escrow Agent shall have received notice: (a) from Sellers’ Agent and Buyers’ Agent authorizing release of the Deposit, (b) from Buyers’ Agent at any time on or prior to the Feasibility Period expiration, or (c) on the occurrence of either of the following events: (i) the Closing, at which time the Deposit shall be paid to Sellers and applied to the Purchase Price; or (ii) the receipt by the Escrow Agent of a written notice from either Seller’s Agent or Buyers’ Agent stating that an event has occurred under this Agreement entitling the party delivering such notice to the Deposit, whereupon the Escrow Agent shall deliver written notice (the “Default Notice”) thereof to the other parry’s agent and, unless such other party’s agent shall have delivered a written notice of objection to the Escrow Agent within ten (10) days following receipt by such other party of the Default Notice, the Escrow Agent shall deliver the Deposit to the party initially requesting the Deposit. (1) The Escrow Agent is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Sellers’ Agent and/or Buyers’ Agent, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. (2) The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in good faith and without negligence. Sellers and Buyers agree to save and hold the Escrow Agent harmless and indemnity the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent’s negligence or wilful misconduct. (3) It is further understood by Sellers and Buyers that if, as a result of any disagreement between them or adverse demands and claims being made by...
Sample 1
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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.
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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.
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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").
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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.
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Additional Escrow Provisions 
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Related to Additional Escrow Provisions

  • Escrow Provisions Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • General Payment Provisions All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Release Provisions The provisions of Schedule B(1) are incorporated into and form part of this Agreement.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Additional Deposits and Payments (a) On the date specified in Section 3.6 hereof or Section 3.4 of the Purchase Agreement, as applicable, the Servicer and Santander Consumer, as applicable, will deposit into the Collection Account the aggregate Repurchase Price with respect to Repurchased Receivables purchased or repurchased by the Servicer or Santander Consumer, respectively, on such date, and on the Payment Date specified in Section 8.1, the Servicer will deposit into the Collection Account all amounts, if any, to be paid under Section 8.1. All such deposits with respect to any such date which is a Payment Date will be made, in immediately available funds by noon, New York City time, on the Business Day immediately preceding such Payment Date related to such Collection Period. (b) The Indenture Trustee will, on or before the Payment Date relating to each Collection Period, withdraw from the Reserve Account the Reserve Account Draw Amount and deposit such amounts in the Collection Account in accordance with the Servicer’s Certificate. (c) The Indenture Trustee will, on each Payment Date, withdraw from the Reserve Account (i) all investment earnings (net of investment losses and expenses on funds on deposit in the Reserve Account during the related Collection Period) and distribute such investment earnings to the Servicer and (ii) the Reserve Account Excess Amount, if any, for such Payment Date and deposit such amount in the Collection Account. (d) On the Closing Date the Seller will cause the amount available in the Reserve Account to equal the Initial Reserve Account Deposit Amount through a cash deposit from proceeds of the sale of the Notes. (e) On or prior to the third Business Day preceding each Determination Date, the Relevant Trustee shall send a written notice, or make such information available electronically, to the Servicer stating the amount of investment income earned, if any, during the related Collection Period on each Trust Account maintained at the Relevant Trustee.

  • Escrow of Funds Subject to the terms and conditions of the Grant Agreement, OPWC will disburse to Escrow Agent Grant funds available to Recipient, which disbursement shall be made by a check sent to Escrow Agent via regular U.S. Mail, or by such other means determined by the Director in the Director’s sole discretion, prior to the closing date as scheduled under the Contract (the “Escrow Funds”). The Escrow Funds shall be held by Escrow Agent, together with any funds of Recipient made available prior to closing on the terms and conditions hereinafter set forth.

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