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Escrow Income Sample Clauses

Escrow Income. If at any time pursuant to the provisions of this Section 2 interest income earned on Investor Funds deposited in the Escrow Account (“Escrow Income”) is to be paid to a Subscriber, the Escrow Agent shall promptly provide directly to such Subscriber the amount of Escrow Income payable to such Subscriber; provided that the Escrow Agent is in possession of such Subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those Subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to Subscribers at the address provided by the Dealer Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses.
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Escrow Income. Any interest or other earnings generated with respect to the Holdback Cash or Holdback Units, including any dividends or other distributions (subject to any deduction of applicable Taxes at source or any bank or other charges properly charged to the Escrow Account) (the "Escrow Income") shall accrue to and form part of the Escrow Account and be released on a pro rata basis simultaneously with, and to the same persons or entities as, the Holdback Cash and Holdback Units.
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Escrow Income. The Escrow Agent shall retain as part of the Escrow Funds all income, interest, increments and gains of all kinds earned on funds in the Escrow Account (collectively referred to herein as "Escrow Income").
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Escrow Income. 11.5(a) Examination Period......................................................3.3(b) Exchange Proceeds .........................................................7.9
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Escrow Income. (a) Any Escrow Income shall be deemed income of Buyer for all income, franchise and similar tax purposes. The Escrow Agent shall be entitled to request and receive appropriate forms executed by Buyer for reporting the Escrow Income and the Escrow Agent shall be responsible for reporting any Escrow Income earned to the Internal Revenue Service. (b) Buyer shall prepare and file any and all income or other tax returns applicable to the Escrow Account in all years income is earned in any particular tax year as and to the extent required under applicable law. (c) Any taxes payable with respect to Escrow Income shall be paid by Buyer as and to the extent required under applicable law.
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Escrow Income. Any interest or other earnings generated with respect to the Escrow Shares, including any dividends or other distributions (subject to any deduction of Tax at source or any bank or other charges properly charged to the Escrow Account) (the “Escrow Income”) shall accrue to and form part of the Escrow Account and be released on a pro
Sample 1
Escrow Income. Securityholder Representative and Parent agree, notwithstanding anything to the contrary herein, that any interest, income, cash distributions or other similar consideration (“Escrow Income”) received by the Escrow Agent with respect to the Escrowed Units shall be deemed to be for the account of the Securityholders, and all such Escrow Income and any income or loss of the Company attributed to the holders of Escrowed Units shall be allocable to the Securityholders in the respective amounts set forth in a Joint Instruction for tax purposes. Any Joint Instruction relating to the Escrow Income shall include the amount to be disbursed and shall identify the party to whom the disbursement shall be made. Promptly upon receipt of any Escrow Income, but in no event later than ten (10) Business Days after receipt of such Escrow Income, Escrow Agent shall pay such Escrow Income to the Payments Administrator to be distributed to the Securityholders in accordance with the Joint Instruction. The Escrow Income shall be reported, as and to the extent required by law, by the Escrow Agent to the Internal Revenue Service (“IRS”), or any other taxing authority, on IRS Form 1099 or 1042-S (or other appropriate form) as income earned on the Escrow Account by the Securityholders in accordance with the Joint Instruction.
Sample 1
Escrow Income. The Escrow Agent shall retain in the Escrow Account all income, interest, increments and gains arising from the Escrow Fund until termination of the Escrow. Upon termination of the Escrow Fund, the Escrow Agent shall distribute to the Shareholders, pro rata based upon their respective Pro Rata Portion of the Escrow Fund to be distributed, an amount equal to 100% of all income, interest, increments and gains (if any) of all kinds earned on the Escrow Fund in the Escrow Account (collectively referred to herein as “Escrow Income”).
Sample 1
Escrow Income. All interest and other income earned from the investment of the Deposit Fund, after deduction of and remittance to PDM USA of the amount of any taxes payable by PDM USA with respect to such interest and other income (“Escrow Income Taxes”), shall be used to pay fees and expenses of the Escrow Agent described in Section 5 below. The parties agree that, for tax reporting purposes, all Escrow Income Taxes shall be taxable to PDM USA. PDM USA agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 (or Form W-8, in the case of non-U.S. persons) to the Escrow Agent prior to the date on which any income earned on the investment of the Deposit Fund is credited to the Deposit Fund. Five (5) days prior to any of the distributions set forth in Section 3(d), PDM USA shall submit to the Escrow Agent, with a copy to NORD, a notice specifying the Escrow Income Taxes so payable and showing in reasonable detail the calculation of the applicable Escrow Income Taxes, and Escrow Agent shall remit to PDM USA, out of the interest and other income earned on the Deposit Fund, the amount so specified, and PDM USA shall be responsible for paying such Escrow Income Taxes to the appropriate taxing authorities.
Sample 1

Related to Escrow Income

  • Escrow Deposits All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Trust).

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Fund At the Effective Time the Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company shareholder, will be deposited with Chase Manhattan Bank and Trust Company, N.A. (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 8.2(h) below)) as Escrow Agent (the "ESCROW AGENT"), such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Stock and Parent Preferred Stock to which such holder would otherwise be entitled under Sections 1.6(c), (d) and (e) and shall be in the respective share amounts and percentages listed opposite each Company's shareholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). All shares of Parent Common Stock and Parent Preferred Stock contributed to the Escrow Fund shall be vested and not subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation. The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense, as well as adjustments relating to Execution Net Book Value pursuant to Section 1.6(b) (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement and delivered by the Company in connection with the Merger), or (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein; provided that such claims must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in Section 8.2(d) below) identifying Losses, the aggregate amount of which exceed $500,000 (except in the case of Losses arising from any breach or inaccuracy of Section 2.3, as to which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (f) and such amount is determined pursuant to this Article VIII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (including any Losses within the $500,000 threshold) for which there is no objection or any objection had been resolved in accordance with the provisions of this Article VIII; provided, however, that to the extent third-party expenses, including, without limitation, legal and accounting fees incurred by the Company in connection with this Agreement and the Merger exceed $50,000 in the aggregate, such excess shall be deemed a Loss for purposes of Article VIII and shall be immediately reimbursable to Parent in accordance with this Article VIII (without regard to the $500,000 minimum threshold for Losses and without counting toward the $500,000 threshold). For purposes of this Article VIII, the phrases "Company shareholders" and "shareholders of the Company" shall refer to the shareholders of the Company immediately prior to the Effective Time.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Gross Income Allocations In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. 31.1.2 The nature and scope of the Escrow Account are fully described in the agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders‟ Representative, which shall be substantially in the form set forth in Schedule-S.

  • Gross Income Allocation If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

  • Escrowed Funds Upon receipt of the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be deposited by the Escrow Agent in an interest bearing account or as may otherwise be directed by the Corporation in writing. The Escrow Agent shall be entitled to sell or redeem any investment of the Escrowed Funds as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Interest, if any, resulting from any investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

Most Referenced Clauses

Most Referenced Definitions