Escrow Arrangements. (a) As set forth in Section 2.05(b), the Transaction Shares shall constitute security for the Transaction Shareholders’ indemnification obligations provided for in this Article X and shall be available to compensate the Parent Indemnified Parties, to the extent possible, for any claims made by such parties for any applicable Losses suffered or incurred by them and for which they are entitled to recovery under this Article X. Any and all Transaction Shares that are available in the Indemnity Escrow Account will be depleted before any Parent Indemnified Party seeks any additional amount from the Transaction Shareholders in connection with a claim pursuant to this Article X.
(b) The Transaction Shares shall be held in the Indemnity Escrow Account from the Closing until 11:59 p.m., Central Time, on the second (2nd) anniversary of the Closing Date (the “Escrow Period”). The Parties agree to include instructions in the Escrow Agreement directing the Escrow Agent to:
(i) promptly distribute 50% of the Transaction Shares and any funds earned thereon to the Transaction Shareholders after the initial twelve (12) months of the Escrow Period;
(ii) promptly distribute the Transaction Shares to Parent at any time during the Escrow Period in accordance with the procedures of Section 10.04; and
(iii) promptly distribute the remaining Transaction Shares to the Transaction Shareholders as soon as practicable following the termination of the Escrow Period; provided, however, that, if there are any unsatisfied indemnification claims specified in any Claim Certificate delivered to the Escrow Agent and the Shareholder Representative during the Escrow Period, and such indemnification claims remain unresolved as of the proposed distribution date (“Unresolved Claims”), then the portion of the Indemnity Escrow Account that is subject to any such Unresolved Claims (based on the Average Closing Price as of the end of the second Business Day prior to the distribution date) shall not be distributed from the Indemnity Escrow Account until such Unresolved Claims are finally resolved and satisfied. In the event of a conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall govern.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by [______________] (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare Inc., (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities Corporation of Delaware (“NCPS”) (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. The Subscriber will also indicate the number of shares that they would like to purchase in an input field during the investment process. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities. (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date in the amount of Investor’s subscription, set forth on the signature page hereto. Investors should note that prior to receipt by Escrow Agent, credit and debit card payments may incur transaction fees charged by the third-party card processing service. Upon Closing, the Escrow Agent shall release Investor’s funds to the Company and the Selling Stockholders, as applicable. The Investor shall receive notice and evidence of the digital entry of the number of the Securities owned by Investor reflected on the books and records of the Company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A of the Securities Act.
Escrow Arrangements. Payment for the Securities shall be received by Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. 48 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER ...................................... 56
Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been opened by Seller with Title Company. On or before the Closing Date, Seller and Buyer shall deliver escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below.
(a) Buyer shall deposit or cause to be deposited:
(i) the balance of the Purchase Price (net of the Deposit) ("Buyer's Funds"), plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Section 5.3 and 5.4 below;
(ii) with respect to each Location, a counterpart General Assignment (as defined in subparagraph (b)(ii) below, duly executed by Buyer;
(iii) with respect to each Location, a counterpart Assignment of Lease (as defined in subparagraph (b)(iv) below), duly executed and acknowledged by Buyer;
(iv) all other documents necessary to close this transaction and the transaction contemplated by the Companion Contract as may be requested by Title Company.
(b) Seller shall deposit:
(i) a duly executed and acknowledged special warranty deed to each of the Locations each, respectively, in the form attached to this Agreement as Exhibit D (each a "Deed" and collectively, the "Deeds");
(ii) with respect to each Location, a duly executed assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit E (the "General Assignment");
(iii) with respect to each Location, a duly executed xxxx of sale in the form attached to this Agreement as Exhibit F (the "Xxxx of Sale");
(iv) with respect to each Location, a counterpart assignment by Seller and assumption by Buyer of Seller's interest in the Lease affecting such Location as of the Closing Date in the form attached hereto as Exhibit G (the "Assignment of Lease"), duly executed and acknowledged by Seller;
(v) with respect to each Location, a Subordination, Attornment and Non-Disturbance Agreement in the form attached hereto as Exhibit H, executed by the tenant at such Location (the "SNDA").
(vi) a certificate from Seller certifying the information required by 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code 1445(f)(3) in the form attached to this Agreement as Exhibit I (the "FIRPTA Certificate");
(vii) with respect to each Locat...
Escrow Arrangements. Payment for the Securities shall be received by Enterprise Bank & Trust (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable closing. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice upon Closing.
