Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HOSPITALITY PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to either the Escrow Agent or the Company. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.
Establishment of Escrow Accounts. (1) As soon as reasonably practicable after the date of this Agreement the Escrow Trustee shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow Accounts.
(2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts:
(a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account;
(b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account;
(c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and
(d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme.
(3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice.
(4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts:
(a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account;
(b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and
(c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) ...
Establishment of Escrow Accounts. Deposits in Escrow. The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by a certification in the form shown on Exhibit 5.06-1 attached hereto, in the case of an account established with the Servicer, or a letter agreement in the form shown on Exhibit 5.06-2 attached hereto, in the case of an account held by a depository other than the Servicer, such depository having been consented to by the Purchaser. In either case, a copy of such certification or letter agreement shall be furnished to the Purchaser.
Establishment of Escrow Accounts. Concurrently with the execution hereof and pursuant to the Merger Agreement, Acquiror will deliver (a) $1,500,000 in cash (the "Xxxxxxxx Escrow Amount") to an account designated by the Escrow Agent as the "Xxxxxxxx Escrow Account," which amount shall be held as security for certain payment obligations, if any, due from Acquiror to Xxxxxxxx in accordance with the Amended Employment Agreement, and (b) $2,000,000 in cash (the "Indemnification Escrow Amount") to an account designated by the Escrow Agent as the "Xxxxxx Escrow Account," which amount shall be held as security for the indemnification obligations of the Target's shareholders to Acquiror Indemnified Parties in accordance with Article 11 of the Merger Agreement. The Xxxxxxxx Escrow Amount, together with any Interest (as hereinafter defined) earned thereon from any investment thereof hereunder, is hereinafter referred to as the "Xxxxxxxx Escrowed Property," and the Indemnification Escrow Amount, together with any Interest earned thereon from any investment thereof hereunder, is hereinafter referred to as the "Indemnification Escrowed Property," and the sum of the foregoing amounts is hereinafter referred to as the "Escrowed Property." The Escrowed Property and any interest, dividends, income, or other proceeds earned thereon from and after the Closing Date (the "Interest") shall be held, administered and disposed of by the Escrow Agent in accordance with the terms and conditions hereinafter set forth.
Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL INCOME PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make Payments for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, Payments may be made payable to either the Escrow Agent or the Company. Any Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 broker-dealers" to instruct their customers to make their Payments for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' Payments and issue a Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.
Establishment of Escrow Accounts. Purchaser shall establish and maintain all escrow accounts that are to be maintained in connection with the Mortgage Loans in accordance with the requirements set forth in the -Servicing Agreement. Purchaser shall fund the newly established escrow accounts for each Mortgage Loan on the basis of the escrow account balance information provided by Current Servicer for that Mortgage Loan pursuant to Paragraphs 4(a)(8) and 4(b)(1) above.
Establishment of Escrow Accounts. 8 6. Undertakings..................................................................... 10 7. Distributions under the Corp Scheme.............................................. 12 8. Distributions under the plc Scheme...............................................
Establishment of Escrow Accounts. Prime Clerk, in its capacity as Escrow Agent, is authorized to establish the Escrow Accounts with financial institutions in the name of and as agent for the Debtors. The Escrow Agent may, in its discretion, establish such accounts using a Debtor’s tax identification number or Prime Clerk’s tax identification number with a Debtor or the Debtors as beneficiary thereof.
Establishment of Escrow Accounts. On or prior to , 2008, the Company shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled “ , ESCROW AGENT FOR CNL INCOME PROPERTIES, INC.” (the “Escrow Account”). All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause Soliciting Dealers to instruct subscribers to make Payments for subscriptions payable to the order of the Escrow Agent or the Company. Soliciting Dealers that are “$250,000 broker-dealers” may be authorized to instruct their customers to make Payments payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue funds made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds for deposit into the Escrow Account.
Establishment of Escrow Accounts. Buyer and the Seller Parties hereby authorize the Escrow Agent to establish an escrow account (the “Escrow Account”) to hold the Escrow Property. Buyer has delivered to the Escrow Agent the Holdback Cash upon execution of this Escrow Agreement, and Globe has delivered to the Escrow Agent the Holdback Shares upon execution of this Agreement. The Escrow Property shall be held, administered and disposed of by the Escrow Agent in accordance with the terms and conditions hereinafter set forth.
