Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in one or more deposit accounts at BNY Mellon, National Association in accordance with such written instructions and directions as may from time to time be provided to the Escrow Agent by Seller. In the event that the Escrow Agent does not receive written instructions, the Escrow Agent shall deposit the Escrow Fund in money market deposit accounts at BNY Mellon, National Association. Deposits shall in all instances be subject to the Escrow Agent’s standard funds availability policy. The Escrow Agent shall not be responsible for any loss due to interest rate fluctuation or early withdrawal penalty. The Escrow Parties understand that deposits of the Escrow Fund are not necessarily insured by the United States Government or any agency or instrumentality thereof, or of any state or municipality, and that such deposits do not necessarily earn a fixed rate of return. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 4, other than as a result of the gross negligence or willful misconduct of the Escrow Agent.
Deposit of the Escrow Fund. The Escrow Agent shall deposit the Deposit of each Investor who has joined this Agreement and has provided an IRS Form W-9 to the Escrow Agent (the "Information Reporting Party") in a non-interest bearing deposit account at Bank of America (the "Sub-Account"). The Sub-Account is associated with a non-interest bearing master deposit account at Bank of America entitled Xxxxx Xxxxx & Associates, PLLC Master Escrow Account (the "Master Account"). Investors shall initially wire their Deposits to the Master Account for the benefit of the Sub-Account. The Sub-Accounts and the Master Account are "noninterest-bearing transaction accounts." The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 4, other than as a result of the gross negligence or willful misconduct of the Escrow Agent.
Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in one or more money market accounts at Mellon Trust of New England, N.A. Deposits shall in all instances be subject to the Escrow Agent’s standard funds availability policy. The Escrow Agent shall not be responsible for any loss due to interest rate fluctuation or early withdrawal penalty. The Escrow Parties understand that deposits of the Escrow Fund are not necessarily insured by the United States Government or any agency or instrumentality thereof, or of any state or municipality, and that such deposits do not necessarily earn a fixed rate of return. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 4, other than as a result of the gross negligence or willful misconduct of the Escrow Agent.
Deposit of the Escrow Fund. Concurrently herewith, the Company is causing the Escrow Deposit to be delivered to the Escrow Agent in accordance with the wire transfer instructions attached as Exhibit A (the “Escrow Fund”), to be held and disposed of by the Escrow Agent in accordance with this Agreement.
Deposit of the Escrow Fund. (a) Simultaneously with the execution and delivery of this Escrow Agreement, Parent shall transfer (i) an amount of cash equal to Ten Million Dollars ($10,000,000) (the “Escrow Cash”) and (ii) two hundred twenty-four thousand five hundred forty-two (224,542) shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) and options covering nineteen thousand seven hundred twelve (19,712) shares of Parent Common Stock (collectively, the “Escrow Shares” and, together with the Escrow Cash, the “Escrow Fund”), to the Escrow Agent, with the Escrow Cash being transferred by wire transfer of immediately available funds to the account designated by the Escrow Agent on Schedule A to this Escrow Agreement and the certificates representing the Escrow Shares being delivered to the address designated by the Escrow Agent.
(b) Any stock splits involving the common stock, par value $0.001 per share, of Parent during the term of this Escrow Agreement shall be distributed by Parent to the Escrow Agent and held by the Escrow Agent as part of the Escrow Fund. All numbers contained in, and all calculations required to be made pursuant to, this Escrow Agreement, including the Stipulated Value (as defined below), shall be adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend or similar transactions effected by Parent after the date of this Escrow Agreement.
(c) No fractional Escrow Shares shall be retained in or released from the Escrow Fund. In connection with any disbursement of Escrow Shares, the Escrow Agent shall round down to the nearest whole share to avoid retaining any fractional Escrow Share in the Escrow Fund and to avoid disbursing any fractional Escrow Share from the Escrow Fund and cash provided by Parent shall be paid in lieu of such fractional Escrow Share, which shall be deemed to have been purchased by Parent with such cash.
Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in money market accounts at Mellon Trust of New England, N.A., the interest of which is exempt from federal and New York state income taxes, in each case having maturity dates that permit payments to be made from the Escrow Fund in accordance with the terms hereof. Deposits shall in all instances be subject to the Escrow Agent’s standard funds availability policy. The Escrow Agent shall not be responsible for any loss due to interest rate fluctuation or early withdrawal penalty. The Buyer and the Stockholder Representative understand that deposits of the Escrow Fund are not necessarily insured by the federal government of the United States or any agency or instrumentality thereof, or of any state or municipality, and that such deposits do not necessarily earn a fixed rate of return. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposit made pursuant to this Section 4, other than as a result of the gross negligence, willful misconduct or bad faith of the Escrow Agent.
Deposit of the Escrow Fund. 1.2.1. All amounts deposited in the Escrow Account and remaining there or thereafter invested in an investment account (a “Securities Account”) as set forth in Article 1.3 (as increased by any amounts earned as interest thereon or as investment-profit thereof or any additional contributions and as reduced by any disbursements and/or amounts withdrawn or deducted as provided for in this Escrow Agreement) are referred to herein collectively as the “Escrow Fund.” The Escrow Fund shall consist of the Escrow Account and the Securities Account.
1.2.2. Globalstar shall deposit into the Escrow Account the Initial Deposit within three (3) calendar days after the date of entry into force of this Agreement. On the first Business Day of each calendar quarter (a “Quarter”) set forth on Exhibit A of this Agreement, Globalstar shall deposit into the Escrow Account such additional funds, if any, as may be required to cause the aggregate balance of the Escrow Fund to equal the amount shown on Exhibit A for such Quarter (each such amount is the “Deposit Requirement” for such Quarter); such amount is approximately equal to the amount due under the Contract for the two (2) immediately following Quarters of the Contract. Exhibit A may be modified from time to time by joint written instruction of the Principals. In such case, the Principals shall together promptly notify in writing the Escrow Agent of the changes occurred in order to enable it to fulfil its obligations under article 2 below. Without any such information in a reasonable timely basis, the Escrow Agent shall be authorised to rely upon the last available Exhibit A.
Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in the Escrow Account, which shall be a non-interest bearing deposit account at the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by the Company to the Escrow Account. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 5, other than as a result of the gross negligence or willful misconduct of the Escrow Agent as set forth herein.
Deposit of the Escrow Fund. At the direction and on behalf of Seller, Buyer is hereby delivering to the Escrow Agent the sum of $2,000,000 in cash (the "Escrow Fund"), to be held in escrow and invested and distributed in accordance with the terms and conditions hereinafter set forth. The Escrow Agent hereby acknowledges receipt from Buyer of the Escrow Fund.
Deposit of the Escrow Fund. The Escrow Agent shall deposit the Escrow Fund in one or more deposit accounts at BNY Mellon, National Association in accordance with such written instructions and directions as may from time to time be provided to the Escrow Agent by the Escrow Parties. In the event that the Escrow Agent does not receive written instructions, the Escrow Agent shall deposit the Escrow Fund in a checking with interest deposit account at BNY Mellon, National Association. Deposits shall in all instances be subject to the Escrow Agent’s standard funds availability policy. The Escrow Parties understand that deposits of the Escrow Fund are not necessarily insured by the United States Government or any agency or instrumentality thereof, or of any state or municipality. In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible for any loss resulting from any deposits made pursuant to this Section 4, other than as a result of the bad faith, gross negligence or willful misconduct of the Escrow Agent.
