Escrow. To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to the Lapsing Repurchase Right hereunder, the Executive hereby appoints the secretary of the Company, or any other person designated by the Company, as escrow agent, as the Executive’s attorney-in-fact to sell, assign and transfer unto the Company, such Restricted Shares, if any, repurchased by the Company pursuant to the Lapsing Repurchase Right and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit A-l. The Restricted Shares and stock assignment shall be held by the secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached hereto as Exhibit A-2, until the Company exercises its Lapsing Repurchase Right as provided hereunder, until such Restricted Shares are no longer Restricted Shares pursuant to the terms hereof, or until such time as this Agreement no longer is in effect. Upon lapsing of the restrictions associated with Restricted Shares, the escrow agent shall promptly upon written request, or periodically without written request, but in either case no more than once per calendar year, deliver to the Executive the certificate or certificates representing such Restricted Shares which are no longer subject to the Lapsing Repurchase Right in the escrow agent’s possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Restricted Shares; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as the escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement.
Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions:
a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows:
(i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or
(ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or
(iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period.
b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party.
c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "
Escrow. Escrow shall be opened by Seller and funds deposited in escrow upon acceptance of this Agreement by both parties. The escrow holder will be a nationally-recognized escrow company selected by Seller. A copy of this Agreement will be delivered to the escrow holder and will serve as escrow instructions together with the escrow holder's standard instructions and any additional instructions required by the escrow holder to clarify its rights and duties (and the parties agree to sign these additional instructions). If there is any conflict between these other instructions and this Agreement, this Agreement will control.
Escrow a. Escrow Agent shall hold and disburse the Deposit in accordance with the following provisions:
i. If the Closing occurs, then the Escrow Agent shall deliver the Deposit to Seller.
ii. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within TEN (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such TEN (10) day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment in court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Court of Orange County, Florida. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.
iii. Escrow Agent has signed this Agreement for the sole purpose of agreeing to act as Escrow Agent in accordance with this Article. Escrow Agent shall have no duties or responsibilities except those set forth in this Agreement and Seller and Purchaser agree and acknowledge that Escrow Agent shall act hereunder as a depository only.
iv. Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document.
v. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with the provisions of this Agreement. Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within it...
Escrow. On the Closing Date, Purchaser shall deposit Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrowed Cash”) and REG shall deposit Ninety-Seven Thousand Five Hundred Sixty-One (97,561) shares of the common stock of REG, as adjusted for any post-Effective Date dividend, stock split, recapitalization or reorganization by REG by delivery of stock certificates in the name of the Company (the “Escrowed Stock” and together with the Escrowed Cash, the “Escrow Amount”) into an escrow account (the “Escrow Fund”), to be maintained by an escrow agent reasonably acceptable to the parties (the “Escrow Agent”) in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Fund shall be used for the purpose specified in Article VII herein. The Escrow Fund (less any amounts for indemnifiable Losses to the extent set forth in Article VII and the Escrow Agreement) shall be disbursed to the Company in accordance with the terms of the Escrow Agreement on the one year anniversary of the Closing Date. Purchaser and the Company shall bear an equal portion of the fees and expenses of the Escrow Agent, with the portion borne by the Company to be deducted from the Escrow Fund. Bunge and BIG shall agree prior to Closing as between themselves the percentages of Escrowed Cash and Escrowed Stock to be received by Bunge and BIG upon distribution by the Company to the Members of the Escrow Fund; provided, that a Member’s percentage of the Escrow Fund shall be reduced by the amount of any indemnifiable Loss made pursuant to the terms of the Escrow Agreement and this Agreement applicable to such Member.
Escrow. The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions.
Escrow. The escrow agent is not (i) a party to this contract and does not have liability for the performance or nonperformance of any party to this contract, (ii) liable for interest on the xxxxxxx money and (iii) liable for the loss of any xxxxxxx money caused by the failure of any financial institution in which the xxxxxxx money has been deposited unless the financial institution is acting as escrow agent.
Escrow. The Corporation shall have the right to hold the Purchased Shares in escrow until those shares have vested in accordance with the Vesting Schedule.
Escrow. The Secretary or such other escrow holder as the Committee may appoint shall retain physical custody of the certificates representing Restricted Stock, including shares of Restricted Stock issued pursuant to Section 3.5, until all of the Restrictions expire or shall have been removed; provided, however, that in no event shall the Employee retain physical custody of any certificates representing Restricted Stock issued to him.
