DESIGNATION AND DELIVERY. LSI and Shareholders hereby designate U.S. Bank, National Association, as “Escrow Agent” under this Escrow Agreement. LSI and the Shareholders have delivered to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit B. LSI, in accordance with the terms of Sections 2.5(b) and 2.5(c) of the Purchase Agreement, hereby delivers to the Escrow Agent certificates in the name of each Shareholder evidencing the Escrow Shares (the “Deposit”). Each Shareholder hereby delivers to the Escrow Agent duly executed stock powers (the “Stock Transfer Powers”) of such Shareholder covering his portion of the Escrow Shares, as determined by such Shareholder’s Percentage Interest as set forth on Exhibit A. The parties hereto agree that, for the purposes of this Escrow Agreement, the Shareholders shall be deemed to be acting as one person and that any consent required to be given by the Shareholders or act taken by or on behalf of the Shareholders shall only be effective if given or taken by all three Shareholders. The distribution of any or all of the Escrow Shares to the Shareholders or to LSI shall be made from the Escrow Shares registered in the name of the respective Shareholders on a pro rata basis, based on the respective Percentage Interests of each such Shareholder.
DESIGNATION AND DELIVERY. Kendxx xxx Sellers hereby designate The Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. Kendxx xxx Sellers hereby deliver to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit "A." Kendxx, xx accordance with the Purchase Agreement, hereby delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, a certificate or certificates, each duly endorsed in blank or with stock powers duly endorsed in blank evidencing the One Hundred Twenty Four Thousand Two Hundred Twenty Four (124,224) General Escrow Kendxx Xxxres and the One Hundred Ninety Seven Thousand Five Hundred Sixteen (197,516) Tax Escrow Kendxx Xxxres and cash in the amount of the Cash Escrow Amount (the "Deposit").
DESIGNATION AND DELIVERY. The Purchasing Group and the Selling Group hereby designate The Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. The Purchasing Group and the Selling Group hereby deliver to the Escrow Agent a copy of the U.S. Purchase Agreement and the Canadian Purchase Agreement, which documents are attached hereto and incorporated herein as Exhibit "A" and "A-1." The Purchasing Group, in accordance with the U.S. Purchase Agreement and the Canadian Purchase Agreement, hereby delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, cash in the amount of $500,000 (the "Deposit") and 31,943 shares of the common stock, no par value, of Kendxx (xxe "Stock").
DESIGNATION AND DELIVERY. The Purchasing Group and the Selling Group hereby designate The Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. The Purchasing Group and the Selling Group have previously delivered to the Escrow Agent a copy of the U.S. Purchase Agreement and the Canadian Purchase Agreement, which documents are incorporated herein by reference. The Purchasing Group, in accordance with the U.S. Purchase Agreement, the Canadian Purchase Agreement, and the Primary Escrow Agreement, hereby delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, certain cash (the "Deposit") and shares of the common stock, no par value, of Kendxx (xxe "Stock"). The Escrow Agent shall, promptly after its receipt of the Deposit and the Stock (the date of occurrence of which shall be deemed for all purposes to be the "Effective Date" of this Agreement), confirm to the U.S. Seller the amount of the Deposit and the number of Kendxx xxxres constituting the Stock.
DESIGNATION AND DELIVERY. Kendxx xxx the Sellers hereby designate Keatxxx, Xxething & Klekxxx, X.L.L. as "Escrow Agent" under this Escrow Agreement. Kendxx xxx the Sellers hereby deliver to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit "A." Kendxx, xx accordance with the Purchase Agreement, hereby delivers to the Escrow Agent the Deposit.
DESIGNATION AND DELIVERY. LSI and Saco hereby designate The Bank of New York Trust Company, N.A. as “Escrow Agent” under this Escrow Agreement. LSI and Saco have delivered to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit A. LSI, in accordance with the terms of Section 2.2 of the Purchase Agreement, hereby delivers to the Escrow Agent certificates in the name of Saco evidencing the Escrow Shares (the “Deposit”). Saco hereby delivers to the Escrow Agent duly executed stock powers of Saco covering the Escrow Shares (the “Stock Transfer Powers”).
DESIGNATION AND DELIVERY. Acquisition Company and Foundation hereby designate Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. Acquisition Company and Foundation hereby deliver to the Escrow Agent a copy of the Reorganization Agreement, which agreement is attached hereto as Exhibit "A." Acquisition Company, in accordance with the Reorganization Agreement, hereby delivers to the Escrow Agent the sum of Five Hundred Thousand Dollars ($500,000.00) in immediately available funds (the "Deposit").
DESIGNATION AND DELIVERY. MCC and Stockholders’ Representative hereby designate U.S. Bank, National Association, as “Escrow Agent” under this Agreement and the Escrow Agent agrees to act as “Escrow Agent” in accordance with the terms, conditions and instructions contained in this Agreement. MCC, in accordance with the terms of Section 2.3(c) of the Merger Agreement, hereby delivers to the Escrow Agent (i) the Adjustment Company Escrow Cash by wire transfer of immediately available funds to an account designated by Escrow Agent, and (ii) evidence that the Company Indemnity Escrow Shares, the Special Environmental Escrow Shares and the Adjustment Company Escrow Shares (collectively with the Adjustment Company Escrow Cash, the “York Deposit”) have been issued in the name of the Escrow Agent (for the benefit of the Indemnifying Company Stockholders). MCC, in accordance with the terms of Section 3.1(d) of the Merger Agreement, shall, on the Maturity Date, deposit with the Escrow Agent pursuant to the terms of the Escrow Agreement, on behalf of DLJ, (x) the DLJ Indemnity Escrow Deposit and (y) if the Determination Date has not occurred on or prior to the Maturity Date, the DLJ Adjustment Escrow Deposit (the “DLJ Deposit”).
DESIGNATION AND DELIVERY. Kendxx xxx Sellers hereby designate The Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. Kendxx xxx Sellers hereby deliver to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit "A". Each Seller, in accordance with the Purchase Agreement, hereby delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, a certificate or certificates, each duly endorsed in blank or with stock powers duly endorsed in blank evidencing the Eighty-Seven Thousand Five Hundred Fifty-Eight (87,558) Parent Shares (the "Deposit").
DESIGNATION AND DELIVERY. Kendxx xxx Sellers hereby designate Fifth Third Bank as "Escrow Agent" under this Escrow Agreement. Kendxx xxx Sellers hereby deliver to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto as Exhibit "A." Kendxx, xx accordance with the Purchase Agreement, hereby delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, a certificate or certificates, each duly endorsed in blank or with stock powers duly endorsed in blank evidencing the United States Dollar Equivalent of one million, five hundred thousand Australian dollars (AUD1,500,000) in Kendxx Xxxres (the "Deposit").
