Deposit of Escrow. 1. Following the execution of this Agreement and the payment of all setup and deposit fees to Escrow Agent by the Company, Escrow Agent shall open a Deposit Account for the Company. The opening of the account means that Escrow Agent shall establish an account ledger in the name of the the Company and that the Company shall receive renewal notices as provided in Paragraph VI(1). Unless and until the Company makes an initial deposit of escrow with Escrow Agent, Escrow Agent shall have no obligation to the Company except as defined in this Section.
2. Within fifteen (15) days after execution of this Agreement, Employee shall deliver to Escrow Agent to be placed in escrow hereunder one (1) copy of the Intellectual Property.
3. Employee has the obligation to maintain the escrowed Intellectual Property current and updated. Within thirty (30) days after Employee has made any major revision or upgrade of formula for or the manufacturing process of the Male Pro-Health Product, Employee shall deliver to the Escrow Agent, to be placed in escrow hereunder, the Intellectual Property for such revised formula or process, and Escrow Agent shall release to Employee in exchange for such revised Intellectual Property all outdated, obsolete or previously escrowed Intellectual Property information. The Intellectual Property held in escrow under this Agreement, as well as all major revisions, shall sometimes hereinafter be referred to as the "Escrow Materials." Escrow Agent shall notify the Company of substitution or replacement of the Escrow Materials within ten (10) days after receipt of the same by Escrow Agent.
4. Either the Company or Employee, accompanied by an employee of Escrow Agent, shall be entitled to inspect the physical status and condition of the Escrow Materials upon reasonable notice and during reasonable business hours, provided that Escrow Materials may not be changed by either the Company or Employee during such inspection, except as provided otherwise herein. If the Company finds that the Escrow materials are deficient, Employee will rectify immediately.
Deposit of Escrow. 3.1 Following the execution of this Agreement and the payment of all setup and deposit fees to the Escrow Agent by the School, the Escrow Agent shall open an interest bearing Deposit Account for the School. The opening of the account means that the Escrow Agent shall establish an account ledger in the name of the School and that the School shall receive renewal notices as provided in this Agreement.
3.2 Upon execution of this Escrow Agreement, the School shall deliver to the Escrow Agent to be placed in escrow hereunder the amount of $_ , as required pursuant to Texas Administrative Code, Title 19, Part I, Chapter 7, Subchapter A, Rule 7.16 to demonstrate the School is financially sound and capable of fulfilling its commitments to students. The amount of the bond or other allowable surety instrument submitted to the Board with an application for a Certificate of Authority shall be equal to or greater than the cost of providing a refund, including administrative costs associated with processing claims, for the maximum prepaid, unearned tuition and fees of the School for a period or term during the applicable school year for which programs of instruction are offered, including, but not limited to, on a semester, quarter, monthly, or class basis; except that the period or term of greatest duration and expense shall be utilized for this computation where the school year consists of one or more such periods or terms. The escrow amount includes THECB administrative costs associated with processing claims. Escrow Agent shall have no duty to determine the correct amount to be placed in escrow subsequent to the original deposit in the escrow account.
3.3 During the term of this Agreement, the Escrow Agent shall provide both the School and the Board with monthly statements containing the beginning balance in the Escrow Account, as well as all principal and income transactions for the statement period.
3.4 All interest accrued in the Escrow Account shall be for the account of the School and shall be reported under applicable federal regulations using the tax identification number of the School, which is # .
3.5 The Escrow Funds may not be moved or otherwise withdrawn from the Escrow Account, except as provided herein. If Escrow Funds are withdrawn in violation of this agreement, the School shall reimburse the amount withdrawn in full immediately within fifteen (15) days. Or, upon the passage of fifteen days, the Board shall terminate the agreement thereafter, and col...
Deposit of Escrow. Following the execution of this Agreement and the payment of all setup and deposit fees to the Escrow Agent by the Licensor, the Escrow Agent shall open a deposit account for the Licensor. The opening of the account means that the Escrow Agent shall establish an account ledger in the name of the Licensor and that the Licensor shall receive renewal notices as provided for in terms of this Agreement. Unless and until the Licensor makes an initial deposit of escrow with the Escrow Agent, the Escrow Agent shall have no obligation to the Licensor except as defined in this clause. Within fifteen (15) days after the signature date, the Licensor shall deliver to the Escrow Agent, to be placed in escrow hereunder, one (1) copy of the Source Code for the Software.
Deposit of Escrow. At Closing, Buyer shall deposit or cause to be deposited, on behalf of the Shareholders and Option Holders, a portion of the Initial Purchase Price equal to the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds. The Escrow Amount shall be held in escrow pursuant to the terms of Article VII hereof and of the Escrow Agreement, substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”), by and among Buyer, Shareholder Representative and the Escrow Agent. Each Shareholder’s and each Option Holder’s contribution to the Escrow Amount, from the Initial Purchase Price, shall be that percentage of the total Escrow Amount that is equal to such Shareholder’s or Option Holder’s Pro Rata Equity Percentage.
Deposit of Escrow. (a) In connection with the signing of the Option Agreement, the Purchaser will deposit the Purchase Price with the Escrow Agent. The Escrow Agent shall deliver 50% of the Purchase Price received to the Transferors upon receipt of written instrucitons from the Transferors, and shall hold the remaining 50% (the “Property”) in accordance with the terms of this Agreement. The Property will be held in a non-interest bearing account maintained by the Escrow Agent. In the event that the Escrow Agent does not receive any of the Property by 45 days after the date hereof, this Agreement shall terminate and be of no further force or effect. In the event that the Escrow Agent does not receive the entire Property by 45 days after the date hereof, this Agreement shall terminate and be of no further force or effect and the Escrow Agent will return any portion of the Property the Escrow Agent received to the persons who deposited it without interest or deduction, unless the Escrow Agent receives a notice from the Transferors indicating that the closing of the transactions contemplated by the SPA will proceed regardless of the failure of the Purchaser to fund, in whole or in part, the Purchase Price, in which case the Property shall consitute the portion of the Property received by the Escrow Agent prior to the closing of the transactions contemplated by the SPA.
(b) The Property may not be released from Escrow except as provided in Sections 2(a) and 3.
Deposit of Escrow. Upon the execution of this Agreement, Masada will deliver to the Escrow Agent, and the Escrow Agent will receive an amount specified on Schedule 2 attached hereto to be held for a period of at least three months (the "Three Months Deposit"), an amount specified on Schedule 2 attached hereto to be held for a period of at least nine months (the "Nine Months Deposit"), an amount specified on Schedule 2 attached hereto to be held for a period of at least one year (the "One Year Deposit") (the "Three Months Deposit", the "Nine Months Deposit" and the "One Year Deposit" shall collectively be referred to as the "Deposit"). The Deposit shall be deposited by the Escrow Agent into an interest bearing account at SunTrust Bank, Central Florida, National Association, with interest to be added to the Deposit.
Deposit of Escrow. (a) The Company will have deposited on its behalf the Escrowed Amount with the Escrow Agent. The Escrowed Amount will be held in a non-interest bearing account maintained by the Escrow Agent.
(b) The Escrowed Amount may not be released from Escrow except as provided in Section 3.
Deposit of Escrow. On the Closing Date, Parent shall deposit into escrow with The Bank of New York, as escrow agent, (i) ten percent (10%) of the Merger Shares less 50,000 shares of Parent Common Stock (the "Primary Escrow Shares"), and (ii) 50,000 shares of Parent Common Stock (the "Tax Indemnity Escrow Shares" and together with the Primary Escrow Shares, the "Escrow Shares"), such Escrow Shares to be held and distributed in accordance with the Escrow Agreement.
Deposit of Escrow. The Escrow Deposit will be deposited in the Escrow Agent’s trust account and no interest will be earned or paid to the benefit of Escrowor or Escrowee thereon.
Deposit of Escrow. As soon as reasonably practicable following the Closing Date (but in any event within two Business Days), Acquiror shall cause to be deposited with the Escrow Agent the Escrow Cash, which shall constitute partial security for the indemnification obligations of the Indemnifying Holders pursuant to Article VIII of this Agreement, and which shall be released to the Indemnifying Holders pro rata in accordance with and subject to the terms and upon the conditions contained in Section 8.4 hereof (the Escrow Cash, together with any interest that may be earned thereon, shall constitute an escrow fund, the “Escrow Fund”).
