Escrow Terms. 27.1 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in ¶ 1.24 and the proceeds held and disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be paid by Escrowee to Seller. If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowee is hereby authorized and directed to make such payment to the demanding party. If Escrowee does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon, if any, with the clerk of a court in the county as set forth in ¶ 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities.
27.2 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit. If the Escrowee is Seller's attorney, then Purchaser shall be credited with the amount of the contract Deposit at Closing.
27.3 Escrowee will serve without compensation. Escrowee is acting solely as a stakeholder at the Parties' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute. Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys elected by Escrowee), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad faith, willful disregard of this Contract or gross negligence. This indemnity includes, without limitation, reasonable attorneys' fees either paid to retain attorneys or representing ...
Escrow Terms. 8.1.1 Escrow Agent shall promptly give notice to Purchaser and Seller upon its receipt of any portion of the Deposit from Purchaser in accordance with this Agreement. Escrow Agent shall invest the Deposit (if in cash) in overnight repurchase obligations secured by United States obligations through such bank as Escrow Agent may elect and shall be approved by Purchaser and Seller. Escrow Agent shall not be liable for any loss of such investment (unless due to Escrow Agent’s gross negligence or willful misconduct). All interest on the Deposit shall be treated by Escrow Agent for income tax purposes as earned by Purchaser, and Purchaser shall provide its tax identification number to Escrow Agent for this purpose.
8.1.2 Escrow Agent shall deliver the Deposit to Seller or to Purchaser, as the case may be, under the following conditions:
8.1.2.1 At Closing, the Deposit shall be delivered to Seller (if in cash) or Purchaser (if a Letter of Credit) upon receipt by Escrow Agent of a statement executed by Seller and Purchaser that the Deposit may be so released; or
8.1.2.2 The Deposit shall be delivered to Seller following receipt by Escrow Agent of written demand therefor from Seller, stating that Purchaser has defaulted in the performance of its obligations under this Agreement and specifying the Section of this Agreement which entitles Seller to receive the Deposit, but only if Purchaser shall not have given written notice of objection in accordance with Section 8.1.3; or
8.1.2.3 The Deposit shall be delivered to Purchaser following receipt by Escrow Agent of written demand therefor from Purchaser stating that Seller has defaulted in the performance of its obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit, and specifying the Section of this Agreement which entitles Purchaser to the return of the Deposit, but only if Seller shall not have given written notice of objection in accordance with Section 8.1.3; or
8.1.2.4 The Deposit shall be delivered as directed by joint written instructions of Seller and Purchaser.
8.1.3 Upon the filing of a written demand for the Deposit by Seller or Purchaser pursuant to Section 8.1.2.2 or 8.1.2.3, Escrow Agent shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposit, by giving notice of such objection to Escrow Agent at any time within...
Escrow Terms. The Xxxxxxx Money shall be held in escrow by Escrow Agent on the following terms and conditions:
(a) Escrow Agent shall deliver the Xxxxxxx Money to Seller or Purchaser, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall deposit the Xxxxxxx Money in an I.O.T.
Escrow Terms. 9.1 Any notice to or demand upon the Title Company shall be in writing and shall be sufficient only if received by the Title Company within the applicable time periods set forth herein, if any. Notices to or demands upon the Title Company shall be sent by United States mail, registered or certified, return receipt requested, postage prepaid, by facsimile transmission with printed confirmation, or overnight courier service, with respect for next day delivery, to the address set forth in Section 10.9 of this Agreement, or served personally upon the Title Company with receipt acknowledged in writing by the Title Company. Notices from the Title Company to Seller or Buyer shall be mailed to them in accordance with Section 10.9 of this Agreement.
9.2 If at any time the Title Company is uncertain of its duties hereunder or if the Title Company for any other reason is no longer willing to serve as escrow agent, the Title Company may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Title Company.. Upon the taking by the Title Company of such action described, the Title Company shall be released of and from all liability hereunder.
9.3 The Title Company shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Title Company to be genuine. The Title Company may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Title Company's gross negligence or willful misconduct.
9.4 The terms and provisions of this Article shall create no right in any person, firm or corporation other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
9.5 The Title Company has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement.
Escrow Terms. A. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrow Fund without interest or other accumulation in value. Escrow Agent shall not be obligated to deposit the funds in an interest bearing account until such time that Seller provides Escrow Agent with an executed form W-7 indicating the Seller’s tax identification number.
B. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever.
C. Escrow Agent shall have no duties with respect to investment management of the Escrow Fund it being the intention of the parties that the Escrow Fund is being deposited into a trust account for the benefit of the Parties in a state or federally chartered banking institution located in Palm Beach County, Florida. The Parties understand and intend that Escrow Agent’s responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Fund while deposited with Escrow Agent shall be at the sole risk of the Parties. Original Oyster House II
D. In the event instructions from Parties require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs.
E. The Parties acknowledge and agree that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for the Buyer in connection with any matter.
F. Escrow Agent agrees to release the Escrow Funds in accordance with the terms and conditions set forth in this Escrow Agreement.
G. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party or from third parties with respect to the Escrow Fund which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Acquisition Agreements, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Parties and said third persons, if any, or by a final order or judgment of a court of competent jurisdiction.
H. If all or any portion of the Escrow Fund delivered to Escrow Agent is in the form of a check or in any other form other...
Escrow Terms. Escrow Agent as Attorney-in-Fact. The Escrow Agent shall be transferor's attorney-in-fact to hold the Shares purchased by the Corporation and/or the Remaining Shareholders, as the case may be, until any promissory notes delivered on account of the said Shares are paid in full.
Escrow Terms. (a) The Parties have entered into an escrow agreement (the "Escrow Agreement") with DSI Technology Escrow Services, Inc. ("DSI" or the "Escrow Agent"). The costs of the escrow shall continue to be paid by Tribune. No later than December 30, 2002, AdStar shall deliver to the Escrow Agent all plans, drawings, designs, specifications, schematics, source code, compilers, reports, studies, data, and other materials necessary for one skilled in the art to develop the AdStar Service and the CareerBuilder Service, and to manufacture, sell, support and maintain the AdStar Service and the CareerBuilder Service, including the Modules ("Deposit Materials"). AdStar shall supplement the Deposit Materials to reflect any change, upgrade, improvement or other modification to the AdStar Service or the CareerBuilder Service or the Intellectual Property Rights therein, or the materials needed to manufacture, support, improve or enhance the AdStar Service and the CareerBuilder Service (i) in the case of a new version of the CareerBuilder Service, within 30 days of deployment of such new version of CareerBuilder Service and (ii) in the case of a non-material release, within 90 days of deployment of such non-material release. Notwithstanding the foregoing, AdStar agrees that it will update the Deposit Materials within 30 days of a request by Tribune to do so; provided, however, that if, in Tribune's reasonable judgment, it appears likely that AdStar will fail to meet any requirements specified in Exhibit A, AdStar shall deliver the Deposit Materials within 15 days of receiving written notice from Tribune. AdStar shall notify Tribune each time it delivers Deposit Materials to the Escrow Agent. Tribune shall have the right to review and audit the Deposit Materials and any additions thereto, and AdStar shall have the right to be present at any such audit or review.
Escrow Terms. (a) The Deposit shall be held in escrow by John X. Xxxxxx, Esquire (the "Escrow Agent") in an interest bearing account until disbursed as herein provided. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the
Escrow Terms. (a) The Escrow Agent shall be instructed to release the Escrowed Items, or the appropriate portion thereof, to the respective Stockholders in accordance with joint written instructions executed by the Company and Gant ("Xnstructions"), upon the occurrence of the following:
(i) In the event that the Company's audited financial statements for any two of its first five full fiscal years hereafter (ending on April 30 of any such year which fiscal year may not be changed hereafter without the consent of Gant) xxflect net income, determined in accordance with generally accepted accounting principles applied on a consistent basis, of at least $1,250,000 per annum, one third (1/3) of the Escrowed Items deposited by or on behalf of each Stockholder shall be released from escrow and returned to the Stockholder who originally deposited the Class A Preferred Stock in escrow hereunder.
(ii) In the event that the Company's audited financial statements for any two of its first five full fiscal years beginning with the fiscal year ending April 30, 1993 (ending on April 30 of any such year which fiscal year may not be changed hereafter without the consent of Gant) xxflect net income, determined in accordance with generally accepted accounting principles applied on a consistent basis, of at least $2,500,000 per annum, all of the remaining Escrowed Items deposited by or on behalf of each Stockholder shall be released from escrow and returned to the Stockholder who originally deposited the Class A Preferred Stock in escrow hereunder.
(iii) The Escrow Agent shall be instructed to release any Escrowed Items, including any Distributions, remaining in escrow at the expiration of the Escrow Period to the Company. Any shares released to the Company in accordance with this Section 5 shall be redeemed by the Company at par value ($.01 per share) and any other moneys or property comprising a portion of the Distributions shall be and become the sole property of the Company.
(b) In the event the Escrow Agent receives Instructions for the disposition of any or all of the Escrowed Items, the Escrow Agent shall give written notice of the receipt of such Instructions to the Stockholders (the "Disposition Notice"). If a written notification objecting to the Disposition Notice is not received by the Escrow Agent within ten (10) business days after the giving of the Disposition Notice by the Escrow Agent, time being of the essence, the Escrow Agent is hereby authorized and empowered to deliver...
Escrow Terms. 14 7.4 Investment.....................................................................................16 7.5 Duties.........................................................................................16 7.6
