Escrow Arrangements Sample Clauses
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Escrow Arrangements. (a) The Escrow Fund shall be available to indemnify, compensate and reimburse the Indemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article 10 and Article 11, which will occur through the delivery of the applicable portion of the Escrow Fund to Parent in accordance with the terms of this Section 10.7(a). Any Damages that are to be satisfied through the delivery of any portion of the Escrow Fund to Parent pursuant to this Article 10 or Article 11 shall be satisfied by delivery to Parent, on behalf of the Indemnifying Parties, of Escrow Shares and Escrow Cash with a value equal to the applicable Damages, which shares and cash will be delivered in the same proportion as the Escrow Shares and Escrow Cash were held back and contributed to the Escrow Fund from the Indemnifying Parties in accordance with Sections 2.3(c) and (d). In addition to, and not in limitation of, the immediately preceding sentence, any portion of the Escrow Amount to be delivered to Parent with respect to any Indemnifying Party who is party to a Restriction Agreement shall be based on the relative portion of Escrow Cash and Escrow Shares in each of the following subclauses (i) through (iii) at the time such claim is to be satisfied: (i) such Indemnifying Party’s Escrow Cash, (ii) such Indemnifying Party’s Escrow Shares that have vested under the terms of the applicable Restriction Agreement at the time such forfeiture is to occur and (iii) such Indemnifying Party’s Escrow Shares that remain subject to vesting under the applicable Restriction Agreement at the time such delivery is to occur. For the avoidance of doubt, with respect to any Indemnifying Party which is an Unaccredited Investor, such Indemnifying Party’s portion of the Escrow Amount shall be withheld only as Escrow Cash and any amounts released to such Indemnifying Party from the Escrow Amount shall be in the form of Escrow Cash.
(b) As soon as reasonably practicable following the Expiration Date, Parent and Representative, subject to Section 10.7(c) and Section 10.8, will jointly direct the Escrow Agent to deliver to the Exchange Agent for further distribution to the Indemnifying Parties the portion of the Escrow Fund, if any, that has not previously been delivered to Parent less the portion of the Escrow Fund having a value equal to the amount that may be necessary to satisfy all unresolved, unsatisfied or disputed Claims for Damages specified in any Notice of Claim...
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 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.
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. 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) (iii) below, duly executed by Buyer;
(iii) with respect to each Location, a counterpart Assignment of Lease (as defined in subparagraph (b)(v) below), duly executed and acknowledged by Buyer;
(iv) with respect to the Georgia Location, a duly executed affidavit in the form of Exhibit D attached to this Agreement; and
(v) 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 grant deed to each of the California Locations each, respectively, in the form attached to this Agreement as Exhibit E (each a "Grant Deed" and collectively, the "Grant Deeds");
(ii) a duly executed and acknowledged limited warranty deed to the Georgia Location substantially in the form attached hereto as Exhibit F (the "Limited Warranty Deed" and together with the Grant Deeds, collectively, the Deeds);
(iii) 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 G (the "General Assignment");
(iv) with respect to each Location, a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit H (the "▇▇▇▇ of Sale");
(v) 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 I (the "Assignment of Lease"), duly executed and acknowledged by Seller;
(vi) with respect to each Location, a Subordination, Attornment and Non-Disturbance Agreement in the form attached hereto as Exhibit J , executed by the tenant at such Location (the "SNDA").
(vii) a certificate from Seller certifying the info...
Escrow Arrangements. 9.1 During the Reference Period the Seller shall pay, or procure the payment of, the EMO Distributions Amount less any Tax payable on such Distributions; to the trust account of the Attorneys as and when such Distributions are received by it.
9.2 The Attorneys shall retain the amounts referred to in clause 9.1 above on behalf of the Seller in a separate interest bearing trust account ("Seller Escrow Account") in terms of section 78(2A) of the Attorneys Act, Act 53 of 1979.
9.3 The amounts held and any interest that may have accrued thereon in the Seller Escrow Account shall be paid on the Reference Period Calculation Date by the Attorneys to the Purchaser.
9.4 Should the Transaction be terminated or the Suspensive Conditions not be fulfilled or waived in accordance with the provisions of this Agreement, the monies held in the Seller Escrow Account shall be paid on the fifth Business Day after the date of termination or expiry of this Agreement by the Attorneys to the Seller, unless before such date any Party has delivered to the Attorneys a notice alleging in writing (with a copy to the other of them) that payment to be made by the Attorneys in terms hereof is for any reason not due and payable, and in such event the Attorneys shall not be entitled nor obliged to make such payment to any Party and shall only make the specific payment upon receipt of and according to the terms of (i) a written instruction signed by the Seller and the Purchaser or (ii) an award by the arbitrator contemplated in clause 16 or (iii) an applicable court order.
9.5 This clause 9 constitutes an instruction by both the Seller and the Purchaser to the Attorneys to act as stakeholder in terms of this clause 9. For purposes hereof, the Attorneys shall -
9.5.1 not be or be deemed to be acting as attorneys representing any Party;
9.5.2 be entitled to satisfy itself as to any matter referred to in this clause 9 before being obliged to act in terms of this clause 9; and
9.5.3 be indemnified by the Parties jointly and severally for any loss, liability, damage, expense, claim costs and charges of whatever nature arising out of or in connection with the performance of its duties under this clause 9.
9.6 The provisions of this clause 9 constitute a stipulation for the benefit of the Attorneys who shall be entitled to accept the same at any time by giving notice to the Parties at their respective domicilia in clause 15. 10