Deposits in Escrow. (a) The Company shall deposit or cause to be deposited with the Escrow Agent all subscription proceeds received from investors who desire to purchase the securities (the “Subscribers”) to be held in escrow under the terms of this Agreement until it receives notice of a Contingency (as defined below) from the Company or the Broker-Dealer of Record (each, an “Authorized Representative,” and together, the “Authorized Representatives”) as described in Section 3. Proceeds the Escrow Agent receives from the Subscribers are “Subscription Proceeds.” The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels and through the payment services provider of the Company. “Contingency” means (a) the verification by the Broker-Dealer of Record of the “qualified purchaser” status of each accepted Subscriber for an Offering of a particular series of the Company, (b) the qualification by the Securities and Exchange Commission of an offering circular or amendment thereto with respect to the Offering of a particular series of the Company, (c) the acceptance of the Subscription Agreements by the Company for an Offering of a particular series of the Company, and (d) the acceptance of subscriptions for the minimum amount of interests to be issued for an Offering of a particular series of the Company, as set forth in the offering circular or amendment or supplement thereto with respect to such Offering (the “Total Minimum Interests”).
Deposits in Escrow. On or before the day preceding the Closing Date:
Deposits in Escrow. (a) The Company and Placement Agent shall deposit or cause to be deposited with the Escrow Agent all subscription proceeds received from investors who desire to purchase the securities (the “Subscribers”) to be held in escrow under the terms of this Agreement. Proceeds the Escrow Agent receives from the Subscribers are “Subscription Proceeds.” The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels.
(b) Upon request, the Company and/or Placement Agent shall deliver to the Escrow Agent, in a form acceptable to the Escrow Agent, schedules disclosing the name and address of each of the Subscribers, the number of Securities subscribed for by each Subscriber, the federal tax identification number of each of the Subscribers, the amount of Subscription Proceeds received from each Subscriber, and such other information as required. The Escrow Agent shall deposit each Subscriber’s Subscription Proceeds into a non-interest-bearing account.
(c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds from the Company, the Placement Agent, or any investor.
Deposits in Escrow. (a) The Company shall execute and deliver to Litle & Co., its credit card service Processor (“Processor”) written authorization and instruction in such form as may be required by Processor to cause all of the Company’s Receipts to be transferred and deposited into the Escrow Account until such time as the Notes have been paid in full. The authorization and instruction from the Company to the Processor shall be irrevocable for so long as any of the Notes are outstanding and unpaid. The Escrow Agent shall deposit and hold all Receipts in the Escrow Account at all times until such funds are disbursed therefrom in accordance with the terms hereof. The Company shall have the right to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instruction.
(b) The Company and REDACTED, as Placement Agent, shall jointly prepare and certify in writing to the Escrow Agent a schedule setting forth the name and address of each Lender and Note holder, including the principal amount of each Note held by such Lender (“Lender Schedule”). The Lender Schedule, when executed by both the Company and the Placement Agent, shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon the accuracy of such Lender Schedule and shall not be required to verify or confirm the accuracy thereof.
(c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered to the Escrow Agent. Any Receipts deposited in the form of a check, draft or similar instrument are deemed deposited only when such item is collected by the Escrow Agent (hereinafter, “Collected Funds”).
(d) The Receipts shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.
Deposits in Escrow. (a) The Company and Placement Agent shall deposit or cause to be deposited with the Escrow Agent all subscription proceeds received from investors who desire to purchase the securities (the “Subscribers”) to be held in escrow under the terms of this Agreement until it receives notice of a Contingency (as defined below) from the Company or the Placement Agent (together “Authorized Representatives” of RSE Collection, LLC) as described in Section 3. Proceeds the Escrow Agent receives from the Subscribers are “Subscription Proceeds.” The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels and through the payment services provider of the Company. “Contingency” means (a) the verification by the Placement Agent of the “qualified purchaser” status of each accepted Subscriber for an Offering of a particular series of the Company, (b) the qualification by the Securities and Exchange Commission of an offering circular or amendment thereto with respect to the Offering of a particular series of the Company, and (c) acceptance of the Subscription Agreements by the Company for an Offering of a particular series of the Company.
Deposits in Escrow. As promptly as practicable after the date hereof (but in no event later than 5:00 p.m. New York City time on June 17, 2003), (a) each of the Verizon Selling Shareholders shall transfer to the securities account (the "Custodial Account") opened by the Escrow Agent with GBM Grupo Bursatil Mexicano, S.A. de C.V. Casa de Bolsa, a broker dealer organized under the laws of the United Mexican States (the "Custodian"), all of the Verizon Shares (other than ADSs) owned by each of them and (b) Vodafone shall transfer to the Custodial Account all of the Vodafone Shares owned by it, in each case for the benefit of the Escrow Agent. Subject to the last sentence of this Section 2.1, all Verizon Shares and Vodafone Shares so delivered to the Custodial Account (the "Escrow Shares") shall remain subject to this Agreement until the earliest to occur of (i) the tender of such Verizon Shares and Vodafone Shares to Sub pursuant to the Mexican Offer and (ii) the receipt by the Escrow Agent of a joint written notice from the Purchasers, the Verizon Selling Shareholders and Vodafone stating that the Acquisition Agreement has been terminated on a date prior to the date on which Sub has accepted for payment the Verizon Shares and the Vodafone Shares under the Offers (such earlier date, the "Share Escrow Termination Date"). If the Share Escrow Termination Date occurs by operation of clause (ii) of the definition of the Share Escrow Termination Date, the Escrow Agent shall promptly return to each of the Verizon Selling Shareholders the Verizon Shares (other than ADSs) owned by each of them and to Vodafone the Vodafone Shares. If the Share Escrow Termination Date occurs by operation of clause (i) of the definition of the Share Escrow Termination Date, and the Acquisition Agreement and the Mexican Offer are terminated after such date, the Escrow Agent and Sub shall take all action necessary to return and shall, as promptly as practicable, but in no event later than two (2) Business Days after the date of termination of the Acquisition Agreement and the Mexican Offer, return to each of the Verizon Selling Shareholders the Verizon Shares (other than ADSs) owned by each of them and to Vodafone the Vodafone Shares.
Deposits in Escrow. (a) Within thirty (30) days after the Effective Date of this Software Escrow Agreement, Cimetrix will deposit with Escrow Agent all machine processable and printed materials, data and information constituting the Source Listings and any documentation for the Licensed Software as installed pursuant to the OEM Agreement (all of the foregoing hereinafter referred to as the "Material") which shall include, but not be limited to, all existing user manuals, control procedures, record layouts for all files and program listings-source codes. Cimetrix shall send written confirmation to Fuji Machine that said deposit has been made. Cimetrix hereby represents and warrants that it is the sole owner of all right, title, and interest in the Material.
(b) In the event of any improvement of modification made to the Source Listings by or on behalf of Cimetrix, Cimetrix shall within one hundred twenty (120) days after such improvement or modification is released to the general public, deposit with Escrow Agent a complete revision of the Material encompassing all such improvements and/or modifications. It is understood that this deposit requirement does not require Cimetrix to make any improvements or modification it is not otherwise obligated to make. At such time as such additional information or documentation is deposited with Escrow Agent, Cimetrix will give written notices of such deposits to Fuji Machine. Copies of the revised Material and the Material prior to revision shall be maintained in escrow as provided hereunder.
Deposits in Escrow. The Company will deposit the Proceeds with the Bank to be held in escrow on the terms and conditions set forth below (the "Escrow"). Within sixty (60) days after the deposit of any Proceeds, the Company will inform the Bank in writing of the name, address, and amount of Proceeds received on behalf of each respective Warrantholder.
Deposits in Escrow. Upon signing this Escrow Agreement and every six (6) months thereafter, Owner shall deposit with Escrow Agent the source code for the Software, including all relevant commentary, explanations and other documentation, as well as instructions to compile the source code, plus all revisions to the Software source code encompassing all corrections, changes, modifications and enhancements made to the Software by Owner (the “Escrow Material”). Within seven (7) days after such deposit with Escrow Agent, both Owner and Escrow Agent shall give written notice of receipt to Licensee. The Escrow Agent is empowered to return to Owner, seven (7) days after the issuance of the written notice of receipt, all previous versions of the Escrow Material. The cost of preparation of the escrow material shall be borne by Owner. The Owner must identify any restrictions and limitations on the use of the Escrow Material, including any updates thereto, and documentation.
Deposits in Escrow. Prior to the close of the Escrow, Seller shall deposit, or caused to be deposited, with Escrow Holder (a) a grant deed (the “Grant Deed”) in the form attached hereto as Exhibit C, executed and acknowledged by Seller, conveying to Buyer all beneficial and legal right, title and interest in and to the Land and the Improvements subject only to the Permitted Exceptions and otherwise free and clear of any and all liens, encumbrances, claims, security interests and other exceptions to title, (b) a xxxx of sale (the “Xxxx of Sale”) in the form attached hereto as Exhibit D, conveying to Buyer all beneficial and legal right, title and interest in and to the Personal Property subject only to the Permitted Exceptions and otherwise free and clear of any and all liens, encumbrances, claims, security interests and other exceptions to title, (c) a general assignment (the “Assignment”) in the form attached hereto as Exhibit E, conveying to Buyer all beneficial and legal right, title and interest in and to the Intangible Property and the Trade Names subject only to the Permitted Exceptions and otherwise free and clear of any and all liens, encumbrances, claims, security interests and other exceptions to title, (d) the originals of the Leases, (e) an affidavit conforming to the provisions of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, (the “FIRPTA Certificate”) executed by Seller and confirming that Seller is not a “foreign person” within the meaning of Section 1445(f) of such code, (f) an affidavit executed by Seller confirming that Seller is a resident of California or, if Seller is a corporation, has a permanent place of business in California in accordance with Sections 18805 and 26131 of the California Revenue and Taxation Code (the “Withholding Exemption Certificate”) and (g) such other documents and instruments as Buyer may reasonably request in writing at least five days prior to the close of the Escrow, including, without limitation, written assignments of any or all of the Leases and any guarantees of the Leases, executed or acknowledged, as the case may be, both by Seller and the maker or makers thereof. Buyer shall deposit, or cause to be deposited, with Escrow Holder (w) evidence satisfactory to Seller of Buyer’s assumption of the Existing Loan, (x) the balance of the Purchase Price, (y) an executed counterpart of the Assignment and the Assignment of Leases, whereby Buyer shall assume the obligations relating to the matters set forth in...
