Escrow Process Sample Clauses

Escrow Process. At any time during the Escrow Period, Sanofi may request that Translate Bio place the Escrow Materials in escrow, subject to the remainder of this Section 4.9. In such event, Sanofi and Translate Bio shall each use Commercially Reasonable Efforts to promptly agree on an Escrow Agent and negotiate an Escrow Agreement. Upon the execution of the Escrow Agreement, Translate Bio shall deposit the Escrow Materials with the Escrow Agent, in accordance with a schedule to be agreed to in the Escrow Agreement. Upon Sanofi’s request no more frequently [**], Translate Bio shall update the deposit of the Escrow Materials with the Escrow Agent. Upon Sanofi’s request, the Escrow Agreement shall permit the Escrow Agent to test and validate the Escrow Materials, with the assistance of Translate Bio. In the event that such a test and validation discovers a material failure of the Escrow Materials to enable Technology and Process Transfer, Translate Bio shall use Commercially Reasonable Efforts to correct such failure. No portion of the Escrow Materials may be released to Sanofi except upon an Escrow Release Event. Any obligations of Translate Bio or the Escrow Agent shall be at Sanofi’s expense, at the FTE Rate in respect of Translate Bio’s obligations. Upon the expiration of the Escrow Period, if no Escrow Release Event has occurred, the Escrow Agent shall be obligated to return the Escrow Materials to Translate Bio.
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Escrow Process. In the event that the IPA determines that Seller’s conduct creates an unreasonable risk to Seller’s customers as to the receipt of contractually-promised incentive payments within the Applicable Program, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.7. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and shall implement the escrow process under this Section 5.7 unless Buyer objects in writing within five (5) Business Days of such notice. If Buyer does not object to the escrow process pursuant to Section 5.7(a), the IPA shall provide notice to Buyer, Seller and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement (or due to a collateral agent for Seller acting pursuant to a collateral assignment permitted by this Agreement) to the identified Escrow Agent. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.7(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. The IPA shall determine whether payments to be made from the escrow are due to customers associated with each Des...
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Escrow Process. Brokerage Firm agrees to assist and guide Seller to fulfill all of Seller’s obligations agreed to in the Purchase Contract, including any new obligations that may arise as a result of any County, State, or National emergency proclamations.
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Escrow Process. Each Owner and proposed purchaser shall approve and sign escrow instructions provided by Habitat, which instruct escrow regarding the requirements of this Covenant, if any. Owner and proposed purchaser shall provide Habitat with a copy of the final sale contract, settlement statement, copy of signed Assumption Agreement, recording number of the Assumption Agreement, escrow instructions, and any other document that Habitat may reasonably request to enforce the terms of this Covenant.
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Related to Escrow Process

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • Escrow Account 27.1.1 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. 27.1.2 The nature and scope of the Escrow Account shall be 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.

  • Escrow Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

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