Deposits with Escrow Agent Sample Clauses

Deposits with Escrow Agent. Pursuant to the Escrow Agreement attached hereto as Exhibit E (the “Escrow Agreement”), Purchaser and the Stockholder Representative (on behalf of the Company Securityholders) shall on the Closing Date appoint Delaware Trust Company as the escrow agent (in such capacity, the “Escrow Agent”) to hold the Adjustment Escrow Amount and the Indemnification Escrow Amount in two segregated accounts. At the Closing, Purchaser shall deposit with the Escrow Agent (a) a portion of the Estimated Merger Consideration equal to $2,830,000 (the “Indemnification Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Indemnification Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration in favor of the Purchaser Indemnified Persons pursuant to the indemnification obligations of the Company Securityholders set forth in Article X, (ii) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, and (iii) any Pre-Closing Tax Liability, to the extent that any such payment described in clause (ii) or (iii) is due and such payment exceeds the amount held in the Adjustment Escrow Account at such time, and (b) a portion of the Estimated Merger Consideration equal to $3,500,000 (the “Adjustment Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Adjustment Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, (ii) the costs and expenses described in Section 7.4(a)(ii), and (iii) any Pre-Closing Tax Liability.
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Deposits with Escrow Agent. Escrow Agent will establish and maintain an escrow account (which, together with all funds delivered to Escrow Agent by and on behalf of Seller or GCI and earnings thereon, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, GCI shall deliver on behalf of Seller to Escrow Agent cash in the amount of Seventy-Five Thousand and no/100 Dollars ($75,000) ("Seller's Escrow Cash"). Upon execution hereof, GCI will cause delivery to Escrow Agent of cash in the amount of Seventy-Five Thousand and no/100 Dollars ($75,000) ("GCI Escrow Cash"). Escrow Agent will hold and disburse the Escrow Fund in accordance with this Agreement.
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Deposits with Escrow Agent. Escrow Agent will establish and maintain an escrow account (which, together with all instruments and securities delivered to Escrow Agent by and on behalf of Seller or GCI, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, GCI shall deliver on behalf of Seller to Escrow Agent Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("Seller's Escrow Notes"). Upon execution hereof, GCI will cause delivery to Escrow Agent of Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("GCI Escrow Notes"). Escrow Agent will hold and disburse the Escrow Fund in accordance with this Agreement.
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Deposits with Escrow Agent. Escrow Agent will -------------------------- establish and maintain an escrow account (which, together with all funds, instruments and securities delivered to Escrow Agent by and on behalf of Sellers or GCI, and all earnings thereon, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, Sellers will cause delivery to Escrow Agent the aggregate amount of Five Hundred Thirty-Eight Thousand (538,000) shares of Class A common stock, no par value ("GCI Class A Stock"), of GCI ("Sellers' Escrow Shares"). Upon execution hereof, GCI will cause delivery to Escrow Agent Five Hundred Thirty-Eight Thousand (538,000) shares of GCI Class A Stock (the "GCI Escrow Shares"). The Transaction Parties agree that the value of a share of GCI Class A Stock for purposes of this Agreement is Six and 50/100 Dollars ($6.50) ("GCI Share Price"). 3.
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Deposits with Escrow Agent. Within five (5) Business Days after the Closing Date, Acquiror shall cause to be deposited with the Escrow Agent a certificate representing the Acquiror Escrow Common Shares (collectively, the “Escrow Stock”) registered in the name of Computershare Trust Company, N.A., as nominee of the Escrow Agent. The Escrow Stock shall constitute exclusive security for the indemnification obligations of such Company Stockholders pursuant to Article VI (except as to Fundamental Claims and IP/EB Claims as therein provided), and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. Each Company Stockholder will have all rights with respect to the Escrow Stock attributable to such Company Stockholder (including, without limitation, the right to vote such shares and the right to be paid cash or stock dividends with respect such shares, provided, however, that any such stock dividends, if any, shall remain in and become part of the Escrow Fund), except (i) the right of possession thereof and (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein.
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Deposits with Escrow Agent. Immediately upon receipt thereof, the Partnership shall deposit with the Escrow Agent all Distributions (as defined in the Partnership's Amended Agreement of Limited Partnership dated as of January 1, 1993) which ICN would otherwise be entitled to receive from the Partnership, less the amount estimated by the Shareholders to be necessary to be paid in dividends to the Shareholders in order to meet the Shareholders' income tax liabilities with respect to earnings of ICN being attributed to the Shareholders as a result of ICN's election to be treated as a Subchapter S Corporation including without limitation interest on funds deposited with the Escrow Agent (the "Tax Amount") for the year during which the applicable deposit is being made, and ICN shall deposit with the Escrow Agent all amounts which it is entitled to receive from the sale of any portion of its interest in the Partnership.
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Deposits with Escrow Agent. On or prior to the date of this Agreement, A. the Company shall deposit with the Escrow Agent a duly authorized and executed stock certificate in the name of DataSafe representing the Maximum Shares, and B. DataSafe shall deposit with the Escrow Agent the originals and all copies in DataSafe's possession, custody and control of Exhibits 1 through 28 (the "Exhibits") listed by DataSafe in the Initial Pretrial Report filed with the court. Until this Agreement is terminated in accordance with Section 4B. hereof, DataSafe shall be and is hereby deemed the owner of the Maximum Shares with all attendant voting rights and privileges ("Ownership Rights").
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Deposits with Escrow Agent 
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Related to Deposits with Escrow Agent

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

  • Deposits into Escrow a. All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Escrow Accounts Subject to the terms of the related Deferred Servicing Agreement, Seller shall be entitled to withdraw funds from any Escrow Account related to a Deferred Servicing Agreement only for the purposes permitted in the applicable Servicing Agreement.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by Escrow Account Letter Agreement in the form of Exhibit 8.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

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