Deposit in Escrow. (a) Escrow Agent hereby acknowledges the receipt from Purchaser of the sum of ________________________ ($15,612.52) Dollars (the "Escrowed Funds"). Escrow Agent agrees to hold and dispose of said sum, and all interest and gains earned thereon, in accordance with all the terms, conditions and provisions of this Agreement. Escrow Agent acts hereunder as a depository. All deposits are warranted by Purchaser to be valid deposits.
(b) Escrow Agent shall invest the Escrowed Funds as directed by the joint written instructions of Seller and Purchaser. All earnings received by Escrow Agent as a result of such investment shall be added to the Escrowed Funds. In the absence of any joint direction by Seller and Purchaser to the contrary, Escrow Agent, in its discretion, shall invest all portions of the Escrowed Funds in certificates of deposit (90 day), and/or money market funds. 2
Deposit in Escrow. At Closing, there shall be delivered to the Escrow Agent pursuant to the Escrow Agreement, to be held and disbursed upon and subject to all of the terms and conditions set forth therein, cash in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Escrow Amount”), and as provided in Section 2.13, the Short Year Tax Refund and the Loss Carryback Refund shall also be delivered to the Escrow Agent pursuant to the Escrow Agreement, to be so held and disbursed (and the Escrow Amount shall thereafter include the Short Year Tax Refund and the Loss Carryback Refund). The sum of $3,500,000 shall be deducted under Section 2.6(b) from the Initial Merger Consideration due to the Stockholders upon Closing, excluding any consideration attributable to any Dissenting Shares in respect of which no payment is required to be made to the holder thereof at Closing. At the request of the Stockholder Representative upon or following the second anniversary of the Effective Date, the Purchaser and the Stockholder Representative shall direct the Escrow Agent to disburse the remainder of the Escrow Amount to the Stockholder Representative, except as follows: (a) there shall be disbursed to the Purchaser and other Purchaser Indemnified Parties from the Escrow Amount, prior to any disbursement to the Stockholder Representative, any and all amounts then due pursuant to Article 10 in respect of any Claim or demand of a Third Party or any Loss; and (b) with regard to any Claim or demand of a Third Party or any Loss which has not been finally resolved or otherwise liquidated in amount upon such anniversary, the amount claimed or demanded by a Third Party or, if no such claim or demand has been made, the estimated maximum amount of such Claim, Loss or demand, plus an additional amount equal to one and one-half times the estimated amount of the attorneys’ fees and other costs and expenses of handling the Claim, Loss or demand through final resolution, to the extent not already included in amounts to be set aside for the Claim, Loss or demand, shall continue to be held as the Escrow Amount upon and subject to the terms of the Escrow Agreement. At the request of the Stockholder Representative upon or following the final resolution of any Claim, Loss or demand in respect of which any amount has continued to be so held, the Purchaser and the Stockholder Representative shall direct the Escrow Agent to disburse to the Stockholder Representative for payment to the Stockhold...
Deposit in Escrow. At Closing, Buyer shall deliver cash from the Initial Purchase Price in the amount of Six Million United States Dollars ($6,000,000) (the “Escrow Amount”) to the Escrow Agent pursuant to the Escrow Agreement, to be held and disbursed upon and subject to all of the terms and conditions set forth therein.
Deposit in Escrow. A. Within ten (10) days after the execution of this Escrow Agreement in accordance with Section 13.5 of said AGREEMENT, COMPANY shall deliver to Escrow Agent a sealed package containing: (i) a copy of a completely documented, then current version of the source code for SW in human readable form, as amended, the same being referred to hereinafter as the "Source Code". COMPANY shall identify each item in said package and certify the completeness and accuracy of the Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Source Code, Escrow Agent shall notify SIEMENS of such receipt.
B. Escrow Agent shall hold the Source Code in a secure facility and shall release the same to SIEMENS upon the terms and conditions hereinafter provided.
C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code in accordance with the following: SIEMENS / CASTLE OEM CONTRACT
a. Replacement Source Code shall replace the existing Source Code as SW is updated or modified or revised. COMPANY will deliver the Replacement Source Code to the Escrow Agent, identifying each item of said Replacement Source Code delivered to said Escrow Agent and certifying the completeness and accuracy of the Replacement Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Replacement Source Code, Escrow Agent shall notify SIEMENS of such receipt. Escrow Agent will then destroy or return to COMPANY the previously deposited Source Code which has now been replaced, and the Replacement Source Code shall thereafter be referred to as Source Code.
Deposit in Escrow. PHI is hereby delivering the Escrow Shares to the Escrow Agent, and the Escrow Shares are herewith deposited with the Escrow Agent, to be held and administered as provided herein.
Deposit in Escrow. Supplemental to the terms of the Purchase Agreement, on the Closing Date, BancPlus shall deposit or cause to be deposited into the Escrow Account with the Escrow Agent a certain amount of cash in immediately available funds from the Aggregate Cash Consideration (the “Escrow Amount”) equal to $10,000,000.
Deposit in Escrow. Upon issuance, the certificates for the Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Section 4. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form of Exhibit B. The deposited certificates, together with any other assets or securities from time to time deposited with the Company pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the certificates (or other assets and securities) are to be released or otherwise surrendered for cancellation in accordance with Section 4.3.
Deposit in Escrow. 1.1 Within 30 days of the Execution Date as defined in the Main Agreement, LICENSOR shall deliver to ESCROW AGENT a sealed package containing the same current version of the source code for the Software licensed to or made accessible to LICENSEE by LICENSOR, programmer notes, its database schema and architecture, and its related documentation and other materials in Schedule 1, which is attached hereto and incorporated herein by this reference (collectively, the “Source Materials” or “Deposit Materials”). LICENSOR shall identify each item in said package and certify the completeness and accuracy of the Source Materials in a letter forwarding the same to ESCROW AGENT, with a copy of each letter to LICENSEE.
Deposit in Escrow. Pursuant to Section 1.01, concurrently with the execution and delivery of this Agreement, each holder of Escrow Shares shall (i) execute and deliver to Parent and Citigroup Global Markets Inc. (the “Escrow Agent”) a copy of the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), and (ii) deliver to the Escrow Agent a certificate or certificates (the “Escrow Certificates”) representing the shares of Company Common Stock set forth opposite such Shareholder’s name under the heading “Escrow Shares” on Annex I (the “Escrow Shares”) as provided in the Escrow Agreement, duly endorsed or accompanied by stock powers duly executed in blank. All Escrow Certificates so delivered to the Escrow Agent shall remain subject to the Escrow Agreement until the earliest of (1) the tender of such Escrow Shares in the Offer pursuant to the Escrow Agreement, (2) the date the Offer shall have been abandoned or terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement, or (3) the date that this Agreement is terminated in accordance with Section 4.03 (the earlier such date, the “Termination Date”). If the Termination Date occurs in respect of the occurrence of an event described in clause (2) or (3) above, Parent and the Chief Executive Officer of the Company on behalf of the Shareholders shall give notice to the Escrow Agent of such event and, upon receipt of such notice, the Escrow Agent shall as promptly as practicable, but in no event later than two Business Days after the date of such notice, return all Escrow Certificates to their respective holders of record.
Deposit in Escrow. The Deposit shall be held by the Escrow Agent, in trust, and deposited, no later than two (2) Business Days after receiving an original signed W-9 from both Purchaser and Seller, into an interest bearing trust account on the terms hereinafter set forth. Any earnings thereon shall be paid to the person entitled to the Deposit. The Escrow Agent shall not charge either party for serving as same, but the parties shall be jointly and severally responsible for all out-of-pocket expenses of Escrow Agent and for the other matters provided in this Article 12.
