Common use of Creation of Escrow Fund Clause in Contracts

Creation of Escrow Fund. (a) Parent herewith deposits with Escrow Agent one stock certificate for each of the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued in the name of the Escrow Agent (the "Escrow Shares"). Other than cash dividends or distributions paid by Parent with respect to the Escrow Shares (which shall be delivered by Parent to the Shareholders), in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Escrow Agent and shall be held and administered along with the Escrow Shares as herein provided. The Escrow Shares, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are herein referred to as the "Escrow Fund." (b) The Escrow Agent shall invest any cash delivered to it as part of the Escrow Fund in the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by the other parties hereto jointly. (c) Any income earned on such investments shall be added to and shall become part of the Escrow Fund. The Escrow Fund is to be held, administered and disbursed by the Escrow Agent as provided herein. Escrow Agent acknowledges receipt of the Escrow Fund and agrees to hold, administer and disburse the same in accordance with the terms of this Agreement. No withdrawal thereof shall be made by anyone except pursuant to the terms hereof. (d) The Shareholders shall have the right to vote or direct the voting of the Escrow Shares. Any proxy statements received by the Escrow Agent shall be forwarded to the Shareholders, and the Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the Shareholders.

Creation of Escrow Fund. (a) Parent herewith deposits with At the Warrant Closing, the Warrant Sellers shall deposit the Warrant Escrow Agent one stock certificate for each of the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued in the name of the Escrow Agent (the "Escrow Shares"). Other than cash dividends or distributions paid by Parent with respect to the Escrow Shares (which shall be delivered by Parent to the Shareholders), in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted Consideration into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Warrant Escrow Agent and shall be held and administered along with the Escrow Shares as herein provided. The Escrow Shares, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are herein referred to as the "Escrow Fund." (b) The Escrow Agent shall invest any cash delivered to it as part Account of the Escrow Fund in and the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by Class A Shareholders shall deposit the other parties hereto jointly. (c) Any income earned on such investments Class A Escrow Consideration into the Class A Escrow Account of the Escrow Fund. At the Stock Closing, Buyer shall be added to and shall become part deposit the Stock Purchase Escrow Consideration into the Stock Purchase Escrow Account of the Escrow Fund. The Escrow Fund is to be held, administered and disbursed by the Escrow Agent as provided herein. Escrow Agent hereby acknowledges receipt of the Warrant Escrow Consideration and the Class A Escrow Consideration, acknowledges that the Warrant Escrow Consideration and the Class A Escrow Consideration has been placed in the Escrow Fund and agrees to hold, administer and disburse pay the same Escrow Fund in accordance with the terms of this Agreement. No Agreement and not permit any withdrawal thereof shall be made by anyone except pursuant to the terms hereof. (d) The . In the event claims against the Warrant Escrow Account brought prior to the Warrant Escrow Release Date exceed the Warrant Escrow Consideration, and/or claims against the Class A Escrow Account brought prior to the Class A Escrow Release Date exceed the Class A Escrow Consideration, the excess amount of such claims may, at Buyer's option, be offset against any sums owed by Buyer to the Class B Shareholders shall have up to the right to vote or direct the voting amount of the Stock Purchase Escrow Shares. Any proxy statements received by Consideration, or may be paid from the Stock Purchase Escrow Agent shall be forwarded to Account once the Shareholders, and the Stock Purchase Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the ShareholdersConsideration has been deposited therein.

Creation of Escrow Fund. (a) Parent herewith deposits In accordance with Section 1.02 of the Purchase Agreement, Purchaser hereby agrees to deposit from time to time, on behalf of Sellers, with Escrow Agent one stock certificate for each by wire transfer the amount of any Earn-Out payable to Sellers under Section 1.03 of the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued in Purchase Agreement prior to the name of the Escrow Agent Expiration Date (the "Escrow SharesDeposit"). Other than cash dividends or distributions paid by Parent with respect to the Escrow Shares (which shall be delivered by Parent to the Shareholders), in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Escrow Agent and shall be held and administered along with the Escrow Shares as herein provided. The Escrow SharesDeposit, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are interest accrued thereon is herein referred to as the "Escrow Fund."" The Escrow Fund, pending distribution thereof as hereinafter provided, shall be held in a segregated escrow account and not commingled with any other assets or funds held or administered by Escrow Agent. (b) The Escrow Agent shall invest any cash delivered to it as part of the Escrow Fund in the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by the other parties hereto jointly. (c) Any income earned on such investments shall be added to and shall become part of the Escrow Fund. The Escrow Fund is to be held, administered and disbursed by the Escrow Agent as provided herein. Escrow Agent acknowledges receipt of the Escrow Fund and agrees to hold, administer and disburse the same Pending distribution in accordance with the terms provisions of Section 6 hereof, all collected and available funds held by Escrow Agent pursuant to this Agreement. No withdrawal thereof Escrow Agreement shall be made invested in The One Group U.S. Treasury Money Market Fund or, if directed in writing, in other investments as otherwise directed by anyone except pursuant Purchaser and Sellers. The parties recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the terms hereof. (d) The Shareholders investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment. Escrow Agent is hereby authorized to execute purchases and sales of permitted investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. Escrow Agent shall have the right send statements to vote or direct the voting each of the parties hereto on a monthly basis reflecting activity in the Escrow SharesAccount for the preceding month. Although Purchaser and Sellers each recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Purchaser and Sellers hereby agree that confirmations of permitted investments are not required to be issued by Escrow Agent for each month in which a monthly statement is rendered. Any proxy statements received loss or expense incurred as a result of an investment will be borne by the Escrow Agent shall be forwarded Account. The parties hereby acknowledge and agree that unless written instructions and collected and available funds are delivered to the Shareholders, and the Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the Shareholders.by 11:00 a.

Creation of Escrow Fund. (a) Parent herewith deposits There is hereby created and established with the Escrow Agent one stock certificate for each of a special and irrevocable trust fund designated the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued Restructured Debt Obligations Escrow Fund (the "Escrow Fund") to be held in the name custody of the Escrow Agent (separate and apart from other funds of the "Escrow Shares"). Other than cash dividends Municipality or distributions paid by Parent with respect to the Escrow Shares (which shall be delivered by Parent to the Shareholders), in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Escrow Agent and shall be held and administered along with the Escrow Shares as herein provided. The Escrow Shares, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are herein referred to as the "Escrow Fund." (b) The Escrow Agent shall invest any cash delivered to it as part of the Escrow Fund in the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by the other parties hereto jointly. (c) Any income earned on such investments shall be added to and shall become part of the Escrow FundAgent. The Escrow Fund is shall be administered pursuant to this Escrow Agreement. Concurrently with the delivery of the Bonds, the Municipality herewith deposits or causes to be helddeposited with the Escrow Agent, administered and disbursed the Escrow Agent acknowledges receipt of, immediately available funds in the amount of $ from the proceeds of the Bonds, and other funds of the Municipality, if any, to be deposited in the Escrow Fund, which amount will be sufficient to redeem or pay the principal of and interest on the Restructured Debt Obligations through , 20 , in accordance with Exhibit A, and for the call and redemption of the then outstanding Restructured Debt Obligations on , 20 , in accordance with Exhibit A. Funds in the Escrow Fund will be invested by the Escrow Agent as provided hereindetailed in Section 2.03. Escrow Agent acknowledges receipt Such funds will be used to purchase Government Obligations to the extent feasible, the principal of and interest on which will be available to pay the principal of and the interest on the Restructured Debt Obligations through , 20 , and for the call and redemption of the then outstanding Restructured Debt Obligations on , 20 . The Arbitrage Group, Inc., Buhl, Alabama (the “Verification Agent”), will verify that the deposit into the Escrow Fund will produce sufficient funds to pay interest on the Restructured Debt Obligations through , 20 , and agrees to holdcall and redeem the Restructured Debt Obligations on , administer and disburse 20 . The Restructured Debt Obligations will be called for redemption on , 20 , at a redemption price of 100% of the same in accordance with the terms of this Agreement. No withdrawal principal amount thereof shall be made by anyone except pursuant plus any unpaid accrued interest to the terms hereofredemption date. (d) The Shareholders shall have the right to vote or direct the voting of the Escrow Shares. Any proxy statements received by the Escrow Agent shall be forwarded to the Shareholders, and the Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the Shareholders.

Creation of Escrow Fund. (a) Parent herewith deposits with There is hereby created a special trust fund to be known as the “Acquisition Account” (the “Escrow Agent one stock certificate for each of the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued Fund”) to be held in the name of trust by the Escrow Agent (for the "Escrow Shares"). Other than cash dividends or distributions paid by Parent with respect purposes stated herein, for the benefit of Lessor and Lessee, to the Escrow Shares (which shall be delivered by Parent to the Shareholders)held, disbursed and returned in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Escrow Agent and shall be held and administered along accordance with the Escrow Shares as herein provided. The Escrow Shares, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are herein referred to as the "Escrow Fundterms hereof." (b) The Escrow Agent shall invest any cash delivered to it as part of and reinvest moneys on deposit in the Escrow Fund in the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by the other parties hereto jointly. (c) Any income earned on such investments Qualified Investments in accordance with written instructions received from Lessee. Lessee shall be added solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Escrow Agent for the reinvestment of any maturing investment. Accordingly, neither the Escrow Agent nor Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Escrow Fund, and Xxxxxx agrees to and does hereby release the Escrow Agent and Lessor from any such liability, cost, expenses, loss or claim. Interest on the Escrow Fund shall become part of the Escrow Fund. The , and gains and losses on the investment of the moneys on deposit in the Escrow Fund is to shall be held, administered and disbursed borne by the Escrow Agent as provided hereinFund. Escrow Agent acknowledges receipt shall have no discretion whatsoever with respect to the management, disposition or investment of the Escrow Fund and agrees is not a trustee or a fiduciary to hold, administer and disburse Xxxxxx. The Escrow Agent shall not be responsible for any market decline in the same in accordance with the terms of this Agreement. No withdrawal thereof shall be made by anyone except pursuant to the terms hereof. (d) The Shareholders shall have the right to vote or direct the voting value of the Escrow Shares. Any proxy statements received by Fund and has no obligation to notify Lessor and Lessee of any such decline or take any action with respect to the Escrow Agent shall be forwarded to the ShareholdersFund, and the Escrow Agent shall vote the Escrow Shares in accordance with the except upon specific written instructions stated herein. For purposes of this agreement, “Qualified Investments” means any investments which meet the Shareholdersrequirements of (state code).