Disposition of Escrow Sample Clauses

Disposition of Escrow. The Escrow Agent will hold the Escrow Property in escrow until authorized hereunder to release and deliver the Escrow Property as follows:
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Disposition of Escrow. Assets in respect of the Second Closing. Pursuant ------------------------------------------------------------- to Section 2.4 of the Purchase Agreement, immediately upon the (a) receipt of a notice requesting the delivery of all or a portion of the Investor Securities in the Securities Escrow to the Investors signed by holders (the "Required -------- Holders") at the time (excluding the Company or any of its Subsidiaries) of at ------- least two-thirds of the voting power of all classes and types of Investor Securities (calculated to give pro forma effect to the conversion of all Preferred Stock and the exercise of all Warrants); and (b) the execution by an executive officer of the Company and a general partner of the Escrow Agent of a written request for the delivery of all or a portion of funds held in the Purchase Price Escrow to the Company, Investor Securities shall be so delivered to Investors and funds from the Purchase Price Escrow shall be so released to the Company in accordance with such notice and request.
Sample 1
Disposition of Escrow. (a) On or after September 1, 1996, Masada and the Sellers shall jointly give signed written notice ("Payment Notice") to Escrow Agent which Payment Notice shall list the parties entitled to the Three Months Deposit and a breakdown of the amounts each party is entitled to. Upon receipt of the Payment Notice, the Escrow Agent shall pay to the appropriate parties the Three Months Deposit within two days after the receipt of such Payment Notice. The Payment Notice shall set forth a brief description of the basis entitling such parties to be paid the Three Months Deposit. (b) On or after March 3, 1997, Masada and the Sellers shall jointly give a Payment Notice to Escrow Agent which Payment Notice shall list the parties entitled to the Nine Months Deposit and a breakdown of the amounts each party is entitled to. Upon receipt of the Payment Notice, the Escrow Agent shall pay to the appropriate parties the Nine Months Deposit within two days after the receipt of such Payment Notice. The Payment Notice shall set forth a brief description of the basis entitling such parties to be paid the Additional Deposit. (c) On or after June 3, 1997, Masada and the Sellers shall jointly give a Payment Notice to Escrow Agent which Payment Notice shall list the parties entitled to the One Year Deposit and a breakdown of the amounts each party is entitled to. Upon receipt of the Payment Notice, the Escrow Agent shall pay to the appropriate parties the One Year Deposit within two days after the receipt of such Payment Notice. The Payment Notice shall set forth a brief description of the basis entitling such parties to be paid the One Year Deposit. (d) If the Escrow Agent receives a Payment Notice pursuant to Section 3(a), 3(b) or 3(c) which is (i) signed by Masada but not by at least three out of four of the Sellers, or (ii) signed by at least three out of four of the Sellers but not by Masada, the Escrow Agent shall give notice, along with a copy of such Payment Notice, to the other party (the "Non-Signing Party"). If the Non-Signing Party gives written notice to the Escrow Agent of its agreement with the Payment Notice, or fails to respond to the notice from the Escrow Agent, within seven days after the date of such notice, then the Escrow Agent shall pay to Seller (or its designee) the Escrowed Funds, within two days after the expiration of such seven day period. If the Non-Signing Party gives written notice to the Escrow Agent of its disagreement with the Payment Notice within s...
Sample 1
Disposition of Escrow. Deposit Prior to and at Closing. (a) On June 15, 2003 (the "Call Date"), simultaneously with the transfer to Call Holder of the Underlying Securities that were subject to Call Holder's Call Right (the "Closing," the period of time between the initial deposit of the Escrow Deposit and the Closing being referred to as the "Escrow Period") in accordance with the terms of the Trust Agreement (i) Escrow Agent shall pay to Call Holder all interest, and interest earned on interest, on the Escrow Deposit to the Closing Date by wire transfer of immediately available funds to a bank account or bank accounts designated by Call Holder or, at Call Holder's option, by a bank check or bank checks payable to the order of a payee or payees designated by Call Holder and (ii) Escrow Agent shall pay to the Trustee the Escrow Deposit by wire transfer of immediately available funds to a single bank account or bank accounts designated by Trustee, or, at Trustee's option, by a bank check or bank checks payable to the order of a payee or payees designated by Trustee. (b) If, during the Escrow Period, the Trust Agreement is terminated in accordance with Section 10 of the Standard Terms and Section 13 of the Series Supplement, then Escrow Agent shall, ten (10) business days after written notice by Trustee and Call Holder of such termination, pay to Call Holder the Escrow Deposit, plus all interest, and interest earned on interest, on the Escrow Deposit, by wire transfer of immediately available funds to a bank account or bank accounts designated by Call Holder or, at Call Holder's option, by a bank check or bank checks payable to the order of a payee or payees designated by Call Holder; provided, however, that if Escrow Agent receives a written objection from the Trustee to such release of the Escrow Deposit within seven (7) business days after Call Holder gives such written notice, then Escrow Agent shall pay the Escrow Deposit and any interest, and interest earned on interest, on the Escrow Deposit in accordance with joint written instructions from Call Holder and Trustee, or, in the absence of such joint written instructions, the provisions of Section 6 hereof shall apply.
Sample 1
Disposition of Escrow. (a) The Escrow Agent shall invest or reinvest all funds now or hereafter held by it pursuant to the terms of this Escrow Agreement at the written direction of EFG in (i) short-term direct obligations of, or obligations fully guaranteed by, the United States of America or any agency thereof, (ii) certificates of deposit issued by any bank, trust company or national banking association (including the Escrow Agent) having total capital and surplus in excess of $100,000,000 or which are fully insured by the Federal Deposit Insurance Corporation (iii) commercial paper rated in the highest grade by Standard & Poor's Corporation and Mxxxx'x Investors Services, Inc., in each case having maturities of not more than ninety (90) days, or (iv) a money market fund limited to U.S. government obligations, U.S. agency, obligations, or repurchase agreements backed by such obligations. All such investments shall have maturity dates which do not restrict, prohibit or interfere with the payment scheduled pursuant to subsection 2(b) hereof. The Escrow Agent shall not be liable for any losses resulting from the investments made in accordance with this Escrow Agreement. All interest or other income on the Escrow Deposit shall accrue to the Escrow Agent for the sole benefit of EFG as Agent for the Partnerships (the "Interest Income"). It shall be the sole responsibility of the EFG to file appropriate information returns and/or tax returns in connection with any Interest Income so received. (b) In the event, prior to the close of business on July 15, 1997, EFG presents the Escrow Agent with written confirmation issued by American National Bank, 30 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX ("Banyan's Bank"), confirming the deposit of $4,400,000 in account No. 10000000 at Banyan's Bank, to the reasonable satisfaction of the Escrow Agent, the Escrow Agent shall immediately pay the Escrow Deposit to EFG in accordance with the wire transfer instructions of EFG set forth on Schedule A hereto. In the event that the Escrow Agent shall not have received such evidence of payment prior to the close of business July 15, 1997, the Escrow Agent shall, subject to paragraph (c) below, pay the Escrow Deposit to Banyan on July 16, 1997 in accordance with the wire transfer instructions of Banyan set forth on Schedule A hereto. (c) The Escrow Agent shall not make the payment to Banyan referred to in paragraph (b) if, prior to the close of business on July 15, 1997, the Escrow Agent is presented with a copy o...
Sample 1
Disposition of Escrow 
Sample 1Sample 2

Related to Disposition of Escrow

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).

  • DISPOSITION OF EQUIPMENT The Grantee shall provide to the State, not less than 30 calendar days prior to submission of the final invoice, an itemized inventory of equipment purchased with funds provided by the State. The inventory shall include all items with a current estimated fair market value of more than $5,000.00 per item. Within 60 calendar days of receipt of such inventory the State shall provide the Grantee with a list of the items on the inventory that the State will take title to. All other items shall become the property of the Grantee. The State shall arrange for delivery from the Grantee of items that it takes title to. Cost of transportation, if any, shall be borne by the State.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Compensation of Escrow Agent Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit B, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for Escrow Agent's services as contemplated by this Make Good Agreement; provided, however, that in the event that Escrow Agent renders any material service not contemplated in this Make Good Agreement, or there is any assignment of interest in the subject matter of this Make Good Agreement, or any material modification hereof, or if any material controversy arises hereunder, or Escrow Agent is made a party to any litigation pertaining to this Make Good Agreement, or the subject matter hereof, then Escrow Agent shall be reasonably compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. Prior to incurring any costs and/or expenses in connection with the foregoing sentence, Escrow Agent shall be required to provide written notice to the Company of such costs and/or expenses and the relevancy thereof and Escrow Agent shall not be permitted to incur any such costs and/or expenses which are not related to litigation prior to receiving written approval from the Company, which approval shall not be unreasonably withheld.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

  • Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor Xxxxxx Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

  • Investment of Escrowed Funds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest-bearing bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks, including the banks set forth in Section 7.2(c) (each such bank, an “Approved Bank”). Interest will be credited by the fifth Business Day of the following month. (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposits liquidated or sold prior to maturity. The Company and the Lead Underwriter acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (c) The Approved Banks include the Bank of Montreal and The Toronto-Dominion Bank.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!