Creation of Escrow Account. (a) On December 18, 2003, the Depositors will transfer the sum of $565,500,000, by wire transfer of immediately available funds, to the following account (the “Escrow Account”): Wilmington Trust Company, as Escrow Agent for Ship Finance Limited Notes ABA No. 000000000 Account No. 64626-0 Account Name: Ship Finance International Limited 81/2 % Senior Notes Attention: Xxxx St. Xxxxx Escrow Agent hereby acknowledges and agrees that it has established, on the books and records of its office in Wilmington, Delaware, the Escrow Account in the name of the Trustee on behalf of the holders of the Securities and that the Escrow Account is under the sole dominion and control of the Trustee.
(b) Notwithstanding anything in this agreement to the contrary, the parties hereto hereby agree that:
(i) the Escrow Account is and shall be maintained by Escrow Agent as a securities account;
(ii) Escrow Agent shall be and at all times shall act as a securities intermediary in maintaining the Escrow Account and shall by appropriate book entry credit to the Escrow Account each financial asset to be held in or credited to the Escrow Account pursuant to this Agreement;
(iii) the Escrow Agent’s jurisdiction, as securities intermediary, for purposes of this Agreement, the Escrow Account and Article 8 of the New York UCC is the State of New York;
(iv) all property in the Escrow Account from time to time, including cash, will be treated by Escrow Agent as a financial asset;
(v) the entitlement holder with respect to the Escrow Account and each security entitlement credited thereto or carried therein shall be the Trustee for the benefit of the holders of the Securities;
(vi) any financial asset in registered form or payable to or to the order of a person and credited to Escrow Account shall be registered in the name of, payable to or to the order or, or specially indorsed to, Trustee or carried in or credited to another securities account in the name of Escrow Agent as securities intermediary; and
(vii) Escrow Agent shall not change the name or account number of the Escrow Account without the prior written consent of the Trustee and shall not change the entitlement holder.
(c) Notwithstanding anything in this agreement to the contrary, Escrow Agent agrees that it shall comply with entitlement orders and instructions originated by the Trustee and relating to the Escrow Account and all securities entitlements and financial assets carried in or credited to the Escrow Account, including any ...
Creation of Escrow Account. Pursuant to the provisions of the Noncompetition Agreement, on the Closing Date, the Acquiror will deposit with the Escrow Agent, and the Escrow Agent hereby agrees to accept in its capacity as such, the Escrow Amount, to be held in a separate account established by the Escrow Agent. As used herein, the “Escrow Fund” means the Escrow Amount, together with all net income or net gain or loss resulting from investment of such amount that has not previously been disbursed, as such amount may be decreased as provided herein.
Creation of Escrow Account. On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as described below. The Buyer(s) will wire funds to the account of the Escrow Agent as follows: Bank: Bank of America Routing #: 026009583 Account #: 4350 1134 7136 SWIFT #: XXXXXX0X Name on Account: Xxxxx X. Xxxxxxx XX, P.A. as Escrow Agent Name on Sub-Account: Trafalgar – MobiVentures Escrow account
Creation of Escrow Account. (a) There is hereby created an escrow fund to be known as the “ Escrow Account” (the “Escrow Account”) to be held by the Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.
(b) In addition to the instructions provided in the Agreement, Lessee may, from time to time, provide written instructions for Escrow Agent to use any available cash in the Escrow Account to purchase any money market fund or liquid deposit investment vehicle that Escrow Agent from time to time makes available to the parties hereto. Such written instructions shall be provided via delivery to Escrow Agent of a signed and completed Escrow Account Investment Selection Form (such form available from Escrow Agent upon request). All funds invested by Escrow Agent at the direction of Lessee in such short-term investments shall be deemed to be part of the Escrow Account and subject to all the terms and conditions of this Agreement. If any cash is received for the Escrow Account after the cut-off time for the designated short-term investment vehicle, the Escrow Agent shall hold such cash uninvested until the next Business
Creation of Escrow Account. On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as described below. The Buyer(s) will wire funds to the account of the Escrow Agent as follows: Bank: Bank of America Routing #: 026009583 Account #: 4350 1127 4762 SWIFT #: XXXXXX0X Name on Account: Xxxxx X. Xxxxxxx XX, P.A. as Escrow Agent Name on Sub-Account: Trafalgar – National Automation Services Escrow account
Creation of Escrow Account. At the Effective Time Surety shall deposit the amount of $400,000 in cash in escrow with the Escrow Agent (the "Escrowed Principal Funds"). The Representative, on behalf of the Indemnifying Parties, hereby authorizes and directs Surety to withhold out of each Indemnifying Party's Exchange Price that amount set forth next to such Indemnifying Party's name on SCHEDULE A under the heading "Contribution to Escrowed Principal Funds" and to deposit such amount in escrow with the Escrow Agent. Escrow Agent hereby agrees to hold and disburse the Escrowed Funds (as herein defined) in accordance with the terms of this Agreement.
Creation of Escrow Account. (a) Purchaser has created an escrow account (the “Escrow Account”), Escrow No. 101128, administered by Elxxxxxxx XxXxxxxx, of McXxxxxx Xscrow Services, located at 22 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, tel. 410-000-0000, fax. 410-000-0000 (the “Escrow Agent”), to receive the Purchase Price and required documents Seller and Purchaser are to exchange and deliver and to otherwise effect the transactions contemplated by Section 1.4 of this Agreement at the Closing Date.
(b) Purchaser and Seller shall deposit into the Escrow Account all monies and documents specified in Section 1.4, at least one day prior to the Closing Date.
(c) Upon delivery to the Escrow Agent of joint written instructions duly executed by each of Purchaser and Seller, and only upon such delivery, the Escrow Agent shall be instructed to release all monies and documents from escrow.
Creation of Escrow Account. (a) There is hereby created an escrow fund to be known as the “County of San Xxxxxx, California, 2018 Equipment Escrow Account” (the “Escrow Account”) to be held in trust by Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.
(b) Lessee may, from time to time, provide written instructions for Escrow Agent to use any available cash in the Escrow Account to purchase any money market fund or liquid deposit investment vehicle that Escrow Agent from time to time makes available to the parties hereto. Such written instructions shall be provided via delivery to Escrow Agent of a signed and completed Escrow Account Investment Selection Form (such form available from Escrow Agent upon request). All funds invested by Escrow Agent at the direction of Lessee in such short-term investments shall be deemed to be part of the Escrow Account and subject to all the terms and conditions of this Agreement. If any cash is received for the Escrow Account after the cut-off time for the designated short-term investment vehicle, the Escrow Agent shall hold such cash uninvested until the next Business Day. “Business Day” means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in the State of California or the State of New York. In the absence of written instructions designating a short-term investment for cash, cash in the Escrow Account shall
Creation of Escrow Account. At the Closing, Buyer, Seller, the Selling Subsidiaries, and an escrow agent mutually acceptable to the parties hereto (the "Escrow Agent") shall enter into an escrow agreement, substantially in the form of Exhibit F to the Shinnecock Purchase Agreement (subject to such mutually agreeable changes thereto as shall, in the reasonable judgment of Buyer and Seller, reflect the terms of the transactions contemplated by this Agreement (the "Escrow Agreement"), pursuant to which an escrow account will be established (the "Indemnity Escrow Account") to secure the indemnification obligations of Seller and the Selling Subsidiaries under Section 8.1.
Creation of Escrow Account. At the Effective Time, Parent shall set aside and reserve the Aggregate Escrowed Consideration, to be released in compliance with the Escrow Agent's obligations under the Escrow Agreement.
