Common use of Establishment of Escrow Accounts Clause in Contracts

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. (i) The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. Concurrently with the execution hereof and pursuant to the Merger Agreementdelivery hereof, Acquiror will deliver (a) $1,500,000 in cash (the "Xxxxxxxx Escrow Amount") to an account designated by the Escrow Agent shall establish escrow accounts in the name of Deutsche Bank AG New York Branch, as Collateral Agent, entitled “Deutsche Bank AG New York Branch, as Collateral Agent, Escrow Account” (collectively referred to herein each as the "Xxxxxxxx “Escrow Account," ” and together the “Escrow Accounts”). Concurrently with the execution and delivery hereof and the making of the Term Loans, amounts will be deposited into the Escrow Accounts as follows: (A) as provided in the Credit Agreement, the Administrative Agent will deposit with the Escrow Agent $2,167,000,000 (Two Billion One Hundred Sixty-Seven Million Dollars) in cash or by wire transfer in immediately available funds (the “Net Proceeds Deposit”), which amount shall be held as security for certain payment obligationsrepresents the gross proceeds from the Term Loans, if any, due from Acquiror to Xxxxxxxx in accordance net of original issue discount. (B) the Borrower will deposit with the Amended Employment AgreementEscrow Agent $67,650,000 (Sixty-Seven Million Six Hundred Fifty Thousand Dollars) in cash or by wire transfer in immediately available funds (the “Borrower’s Deposit”), which amount represents (i) the difference between the original principal amount of the Term Loans and (ii) the Net Proceeds Deposit, plus an amount equal to regularly accruing interest on the Term Loans for (1) the period from the Closing Date until May 2, 2016, accruing interest as Eurocurrency Loans with two consecutive one-week Interest Periods, and (b2) $2,000,000 in cash the next three one-month Interest Periods thereafter accruing interest as Eurocurrency Loans, assuming that the full amount of Term Loans that are outstanding on such date remain outstanding throughout such periods (such amount, the "Indemnification Escrow Amount"“Initial Interest Deposit”). As a result of the Net Proceeds Deposit and the Borrower’s Deposit made pursuant to clauses (A) to an account designated by and (B) above, the aggregate amount deposited with the Escrow Agent as on the "Xxxxxx Escrow Account," date hereof will be $2,234,650,000 (Two Billion Two Hundred Thirty-Four Million Six Hundred Fifty Thousand Dollars) (the “Initial Deposit”), which amount is sufficient to repay in cash the Term Loans, in whole and not in part, at par, plus accrued and unpaid interest thereon for (1) the period from the Closing Date until May 1, 2016 and (2) the next three one-month Interest Periods thereafter. (ii) The Escrow Agent shall be held as security for accept the indemnification obligations of the Target's shareholders to Acquiror Indemnified Parties in accordance with Article 11 of the Merger Agreement. The Xxxxxxxx Escrow AmountInitial Deposit and shall hold such funds, together with all investments thereof, any Interest Distributions (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 proceeds of the foregoing in the Escrow Accounts. All amounts is hereinafter referred so deposited, all funds, securities or property now or hereafter credited to as the "Escrowed Escrow Account or otherwise registered in the name of the Collateral Agent, and the interest thereon, and dividends, distributions and other payments or proceeds in respect of any of the foregoing (collectively, the “Distributions”), less any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrow Property." The Escrowed ” It is understood and agreed that all investments hereunder shall be directed by the Borrower and the Escrow Agent shall have no investment discretion with regard to any selected investment. As further provided below, the Escrow Agent shall continually invest any portion of the Escrow Property designated by the Borrower only in alternative (b) of the Eligible Escrow Investments as defined above, until otherwise directed by the Borrower in writing. If directed in accordance with this Section 2(a)(ii), the Escrow Agent shall invest any portion of the Escrow Property that is desired to be maintained as securities only in a MMMF selected by the Borrower pursuant to alternative (a) of the Eligible Escrow Investments, as defined above. To the extent applicable, the Escrow Agent is hereby directed to hold the cash portion of the Escrow Property, as designated by the Borrower, in one or more demand deposit accounts (the “Cash Accounts”), and any securities, including the permitted MMMF, in separate securities accounts (the “Securities Accounts” which along with the Cash Accounts constitute the Escrow Accounts) and to promptly transfer to the Cash Accounts any cash in the Securities Accounts that is not promptly invested in MMMFs. Borrower hereby directs the Escrow Agent to hold the Escrow Property in the Cash Accounts and invest and reinvest the Escrow Property and any interest, dividends, incomethe proceeds thereof in an interest bearing demand deposit account, or other proceeds earned thereon a successor investment offered by Escrow Agent, and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by an Authorized Representative of the Borrower of permissible alternate instructions consistent with the definition of Eligible Escrow Investments (“Alternate Investment”). Interest bearing demand deposit accounts have rates of interest or compensation that may vary from and after the Closing Date (the "Interest") shall be held, administered and disposed of time to time as determined by the Escrow Agent. The Parties recognize and agree that instructions to make any other Alternative Investment, and any instruction to change investments must be in writing and executed by an Authorized Representative of the Borrower and shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity and the Escrow Agent or any affiliated entity may act as counterparty with respect to such investments. Each of the Parties and the Escrow Agent agree that all financial assets will either be registered in the name of the Collateral Agent or credited to the Securities Account and registered in the name of the Escrow Agent or indorsed to the Escrow Agent or in blank and credited to the Securities Account or an account of the Escrow Agent at another securities intermediary. In no case will any financial assets constituting the Escrow Property be registered in the name of the Borrower, payable to the order of the Borrower or indorsed to the Borrower. Each of the Parties and the Escrow Agent agree that the Collateral Agent shall be its sole customer with respect to all Cash Accounts. All Escrow Property shall be held in the appropriate Escrow Accounts until disbursed in accordance with the terms hereof. The Escrow Accounts and conditions hereinafter set forthall property credited thereto, including the Escrow Property shall be under the control (within the meaning of Sections 9-104 and 9-106 of the UCC) of the Collateral Agent for the benefit of the Secured Parties. (iii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrow Property. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of an Authorized Representative of the Borrower to give the Escrow Agent instructions to invest or reinvest the Escrow Property. The Escrow Agent or any of its affiliates may receive compensation with respect to any Alternative Investment directed hereunder including without limitation charging any applicable agency fee or trade execution fee in connection with each transaction. The Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Accounts or the purchase, sale, retention or other disposition of any investment described herein, and each Party acknowledges that it was not offered any advice or recommendation by the Escrow Agent with regard to any investment and has made an independent assessment of the suitability for its own purposes of any of any investment hereunder. Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any Eligible Escrow Investment furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Parties. The Escrow Agent has no responsibility whatsoever to determine the market or other value of any Eligible Escrow Investment and makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an Eligible Escrow Investment. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. All interest or other income earned under this Agreement shall be allocated to the Borrower and reported, 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 or successor form) as income earned from the Initial Deposit by the Borrower whether or not said income has been distributed during such year. The Escrow Agent shall have no responsibility for the preparation and/or filing of any tax or information return with respect to any transactions, whether or not related to the Agreement, that occurs outside the Escrow Property (other than with respect to income earned from the Initial Deposit by the Borrower in accordance with the previous sentence). The Borrower shall provide the Escrow Agent with a properly executed IRS Form W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The Borrower understands that if the appropriate IRS Forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request are not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and by other applicable Law, to withhold a portion of any interest or other income earned on the investment of the Escrow Property.

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 II 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," 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. Concurrently with the execution hereof and pursuant to the Merger Agreement, Acquiror will deliver (a) $1,500,000 in cash (Purchaser has delivered to the "Xxxxxxxx Escrow Amount"Agent, pursuant to Section 2.02(b)(ii) to an account designated by of the Purchase Agreement, and the Escrow Agent as acknowledges receipt of (i) $900,000 (the "Xxxxxxxx “Indemnity Escrow Fund”) and (ii) $400,000 (the “Working Capital Escrow Fund” and, together with the Indemnity Escrow Fund, the “Escrow Funds”) in immediately available funds. The Escrow Agent shall deposit the Indemnity Escrow Fund and the Working Capital Escrow Fund in separate and distinct escrow accounts (the “Indemnity Escrow Account” and the “Working Capital Escrow Account," which amount shall be held as security for certain payment obligations” respectively, if anyand, due from Acquiror collectively, the “Escrow Accounts”) and hold the Indemnity Escrow Account and the Working Capital Escrow Account and any interest or earnings on each respective Escrow Fund (with respect to Xxxxxxxx each such Escrow Fund, the “Earnings”), in the name of the Escrow Agent or in the name of its nominee, in accordance with the Amended Employment this Agreement, and . (b) $2,000,000 in cash (the "Indemnification The Indemnity Escrow Amount") to an account designated by the Fund and Working Capital Escrow Agent as the "Xxxxxx Escrow Account," which amount Fund shall be held invested and reinvested in the M&T Bank Corporate Deposit Account, as security for fully described in the indemnification obligations attached Annex B. The aggregate amount of the Target's shareholders to Acquiror Indemnified Parties Indemnity Escrow Fund (including any subsequent Earnings thereon) remaining in accordance with Article 11 of the Merger Agreement. The Xxxxxxxx Indemnity Escrow Amount, together with Account at any Interest (as hereinafter defined) earned thereon from any investment thereof hereunder, given time is hereinafter herein referred to as the "Xxxxxxxx Escrowed Property," and the Indemnification “Indemnity Escrow Amount, together with .” The aggregate amount of the Working Capital Escrow Fund (including any Interest earned thereon from subsequent Earnings thereon) remaining in the Working Capital Escrow Account at any investment thereof hereunder, given time is hereinafter herein referred to as the "Indemnification Escrowed Property," “Working Capital Escrow Amount.” Collectively, the Indemnity Escrow Amount and the sum Working Capital Escrow Amount are referred to herein as the “Escrow Amounts.” (c) Each of the foregoing amounts is hereinafter referred to as Indemnity Escrow Amount and the "Escrowed Property." The Escrowed Property and any interest, dividends, income, or other proceeds earned thereon from and after the Closing Date (the "Interest") Working Capital Escrow Amount shall be heldheld separately as a trust fund and shall not be subject to any lien, administered and disposed attachment, trustee process or any other judicial process of by the Escrow Agent in accordance with the terms and conditions hereinafter set forthany creditor of any Party.

Establishment of Escrow Accounts. (i) The Escrow Issuer hereby appoints the Escrow Agent, and the Trustee accepts such appointment of Escrow Agent, as the escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. Concurrently with the execution hereof and delivery hereof, the Escrow Agent may establish escrow accounts consisting of one or more securities accounts (collectively, the “Securities Account”), separate from one or more demand deposit accounts (collectively, the “Cash Account”), each in the name of Escrow Issuer, entitled “JPM as E/A for UMB Bank, N.A., as Trustee/Akumin Escrow Inc., Escrow Issuer, dated August 9, 2021” (the Securities Account and Cash Account collectively, the “Escrow Accounts”). As provided in the Indenture, on the Escrow Funding Date, Escrow Issuer will deposit, or caused to be deposited, with the Escrow Agent into the Escrow Accounts, as applicable, in cash or by wire transfer in immediately available funds: (i) $375,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (ii) $6,015,625 (the “Initial Interest Deposit”), representing an amount that, when taken together with the Proceeds, is sufficient to fund a Special Mandatory Redemption of the Notes on October 25, 2021, if a Special Mandatory Redemption were to occur on such date, and the Escrow Agent shall acknowledge via email to the Parties its receipt of the Proceeds and the Initial Interest Deposit. (ii) Concurrently with the delivery of an Extension Notice, the Escrow Issuer shall, deposit, or caused to be deposited, with the Escrow Agent into the applicable Escrow Account, in cash or by wire transfer in immediately available funds, the Additional Interest Deposit required for the applicable Extended Outside Date requested in the applicable Extension Notice. Neither the Escrow Agent nor the Trustee shall be responsible for the accuracy of or for calculating the amounts required to be deposited as Additional Interest Deposits, which calculations shall be the sole responsibility of the Escrow Issuer. The Escrow Agent shall acknowledge via email to the Parties its receipt of each Additional Interest Deposit. (iii) The Escrow Agent shall accept the Proceeds, the Initial Interest Deposit and each Additional Interest Deposit (collectively, the “Aggregate Escrow Deposit”) and shall hold such funds and the proceeds thereof in the Escrow Accounts to be invested in Escrow Investments. All amounts in the Escrow Accounts, including any interest on, and dividends, distributions and other payments or proceeds in respect of, the Aggregate Escrow Deposit, less any amounts released pursuant to the Merger terms of this Agreement, Acquiror will deliver (a) $1,500,000 in cash (shall constitute the "Xxxxxxxx “Senior Secured Escrowed Property.” The Escrow Amount") to an account designated Agent is hereby directed by the Escrow Agent as Issuer to hold the "Xxxxxxxx Senior Secured Escrowed Property in one or more of the Escrow Accounts and invest and reinvest the Senior Secured Escrowed Property and the proceeds thereof in MMDA or a successor investment (in each case that are Escrow Investments) offered by the Escrow Agent, and this authorization is a permanent investment direction; provided that the investments in the MMDA shall be credited to the applicable Escrow Account," which amount . Escrow Investments have rates of interest or compensation that may vary from time to time as determined by the Escrow Agent. Until termination of this Agreement, the Trustee shall be the Entitlement Holder and customer of the Escrow Agent with respect to the Securities Account. The Escrow Issuer will not have any access to the Securities Account nor the Financial Assets nor any other property credited thereto, except as expressly provided in this Agreement. All Senior Secured Escrowed Property 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 appropriate 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 Accounts until disbursed in accordance with the terms hereof; provided that no cash or cash investments will be held in the Securities Account and conditions hereinafter set forthno Financial Assets will be held in the Cash Accounts. The Escrow Accounts and all property credited thereto, including the Senior Secured Escrowed Property shall be under the control (within the meaning of Sections 9-104 and 9-106 of the UCC or the PPSA, as applicable) of the Trustee for the benefit of the Secured Parties. (iv) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Senior Secured Escrowed Property. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of an Authorized Representative of the Escrow Issuer to give the Escrow Agent instructions to invest or reinvest the Senior Secured Escrowed Property. The Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Accounts or the purchase, sale, retention or other disposition of any investment described herein, and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by the Escrow Agent with regard to any investment and has made an independent assessment of the suitability for its own purposes of any investment hereunder. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. All interest or other income earned under this Agreement shall be allocated to the Escrow Issuer as the owner of the Escrow Accounts and reported, 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 or successor form) as income earned from the Aggregate Escrow Deposit by the Escrow Issuer whether or not said income has been distributed during such year. The Escrow Agent shall have no responsibility for the preparation and/or filing of any tax or information return with respect to any transactions, whether or not related to this Agreement, that occur outside the Escrow Funding Date (other than with respect to income earned from the Aggregate Escrow Deposit by the Escrow Issuer in accordance with the previous sentence). The Escrow Issuer shall provide the Escrow Agent with a properly executed IRS Form W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request from an account owner. The Escrow Issuer understands that if the appropriate IRS Forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request are not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and by other applicable law, to withhold a portion of any interest or other income earned on the investment of the Senior Secured Escrowed Property. The Parties hereby represent to Escrow Agent that no other tax withholding or information reporting of any kind is required by Escrow Agent.

Establishment of Escrow Accounts. Concurrently with the execution hereof and pursuant to the Merger Agreement, Acquiror will deliver (a) At the Closing, Purchaser shall deposit with the Escrow Agent by wire transfer in immediately available funds an aggregate amount of $1,500,000 4,000,000, which amount represents the Adjustment Escrow Amount as set forth in cash the Purchase Agreement. Such amount, together with any and all interest or other earnings or profit thereon, or proceeds therefrom (the "Xxxxxxxx collectively, “Adjustment Escrow Amount") Interest”), from time to an account designated time held by the Escrow Agent pursuant to the terms hereof are referred to herein as the "Xxxxxxxx “Adjustment Escrow Funds.” The Escrow Agent hereby agrees to hold and invest the Adjustment Escrow Funds in a separate and distinct account (the “Adjustment Escrow Account," which amount shall be held ”) as security for certain payment obligations, if any, due from Acquiror to Xxxxxxxx provided in accordance with the Amended Employment this Agreement, and . (b) At the Closing, Purchaser shall deposit with the Escrow Agent by wire transfer in immediately available funds an aggregate amount of $2,000,000 30,000,000, which amount represents the Indemnity Escrow Amount as set forth in cash the Purchase Agreement. Such amount, together with any and all interest or other earnings or profit thereon, or proceeds therefrom (collectively, “Indemnity Escrow Interest” and together with the "Indemnification Adjustment Escrow Amount"Interest, “Interest”) from time to an account designated time held by the Escrow Agent pursuant to the terms hereof are referred to herein as the "Xxxxxx “Indemnity 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 AmountFunds” and, together with any Interest the Adjustment Escrow Funds, the “Escrow Funds.” The Escrow Agent hereby agrees to hold and invest the Indemnity Escrow Funds in a separate and distinct account (as hereinafter defined) earned thereon from any investment thereof hereunder, is hereinafter referred to as the "Xxxxxxxx Escrowed Property," and the Indemnification “Indemnity Escrow AmountAccount” and, together with any Interest earned thereon from any investment thereof hereunderthe Adjustment Escrow Account, is hereinafter referred to the “Escrow Accounts”) as the "Indemnification Escrowed Property," and the sum of the foregoing amounts is hereinafter referred to as the "Escrowed Propertyprovided in this Agreement." 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.