Establishment of Escrow Fund. There is hereby created by the Authority and the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of the principal of and interest on the Prior Loans and, thereby, the 1999 Authority Bonds, as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the Successor Agency and for the benefit of the owners of the 1999 Authority Bonds, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall constitute a special fund for the payment of the principal of, and interest on the Prior Loans and, thereby, the 1999 Authority Bonds in accordance with the provisions of the Prior Loan Agreements and the 1999 Authority Indenture, respectively. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any lawfully available funds of the Successor Agency.
Establishment of Escrow Fund. (a) On the Closing Date, the Acquiree Shareholders shall, pursuant to Section 2.2(a) of the Stock Purchase Agreement, deposit with the Escrow Agent the stock certificates evidencing the Escrow Shares endorsed in blank.
Establishment of Escrow Fund. 1.1 Simultaneously with the execution and delivery of this Escrow Agreement, Buyer shall deposit the sum of Two Hundred Eight Thousand Fifty-Five Dollars and Twelve Cents ($208,055.12) (which deposit, together with interest accrued thereon, shall be referred to as the "Escrow Fund") with the Escrow Agent.
Establishment of Escrow Fund. Inverness herewith deposits with the Escrow Agent, and the Escrow Agent hereby acknowledges receipt from Inverness of, $5,000,000 (the "Initial Deposit"). Upon the Company's selection of the Recapitalization as the Final Accepted Offer, the Offerors shall deposit with the Escrow Agent, and the Escrow Agent shall acknowledge receipt from the Offerors of, $42,500,000 (the "Final Deposit" and together with the Initial Deposit, the "Deposit"), of which (i) $16,000,000 shall be deposited by Inverness (the "Inverness Final Deposit" and together with the Initial Deposit, the "Inverness Deposit"), (ii) $3,500,000 shall be deposited by Vicuna (the "Vicuna Deposit"), (iii) $20,000,000 shall be deposited by Rapoxxxx (xxe "Rapoxxxx Xxxosit") and (iv) $3,000,000 shall be deposited by Sharxx (xx his affiliates) (the "Sharxx Xxxosit"). All cash, earnings, interest and income from the Deposit which may from time to time be held by the Escrow Agent pursuant to the terms hereof are hereinafter referred to as the "Escrow Earnings." The Deposit and the Escrow Earnings (collectively sometimes referred to herein as the "Escrow Fund") shall be held by the Escrow Agent in accordance with the terms and conditions hereinafter set forth. It is the parties' intention that the Escrow Agent shall dispose of the Escrow Fund in accordance with the express provisions of this Agreement, and shall not make, be required to make or be liable in any manner for its failure to make, any determination under the Offer Letter, or any other agreement, including, without limitation, any determination of whether either the Offerors or the Company has complied with the terms of the Offer Letter or are entitled to delivery of payment of any or all of the Escrow Fund or to any other right or remedy thereunder. The obligations of each Offeror under this Section 2 are several and not joint.
Establishment of Escrow Fund. At the Effective Time, the Buyer shall, (i) provide written notice to the Escrow Agent that the Closing has occurred and indicating the Closing Date and (i) on behalf of the Majority Shareholder, deposit in escrow with the Escrow Agent $12,500,000 (the “Escrow Amount”) of the aggregate Merger Consideration payable to the Majority Shareholder pursuant to Section 2.1(d) of the Merger Agreement, to be held in escrow pursuant to the terms of this Escrow Agreement to satisfy any indemnification obligations of the Majority Shareholder pursuant to Section 4 of the Voting Agreement. The Escrow Amount and any and all interest and earnings thereon shall be collectively referred to as the “Escrow Fund”. The Escrow Agent will acknowledge and accept the deposit by the Buyer of the Escrow Amount into the Escrow Fund and shall hold and administer the Escrow Fund solely in accordance with the terms and conditions set forth in this Escrow Agreement. No part of the Escrow Fund may be withdrawn or distributed from the escrow established hereunder without the prior written instructions to the Escrow Agent signed by both the Buyer and the Majority Shareholder (each such instruction, a “Joint Instruction”), except as expressly provided in Section 4 of this Escrow Agreement. There shall be no limit on the number of Joint Instructions that may be sent to the Escrow Agent during the effectiveness of this Agreement; provided, however, the aggregate amount of the Joint Instructions, if any, shall not exceed the Escrow Fund.
Establishment of Escrow Fund. There is hereby created by the Authority and the Successor Agency with, and to be held by, the Escrow Bank, as security for the redemption of the 2003C Authority Bonds, as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the Successor Agency and for the benefit of the owners of the 2003C Authority Bonds, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall constitute a special fund for the redemption of the 2003C Authority Bonds in accordance with the provisions of the 0000X Xxxxxxxxx. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency.
Establishment of Escrow Fund. There is hereby created by the District with, and to be held by, the Escrow Bank, as security for the redemption price of the 2008 Certificates as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the District and for the benefit of the owners of the 2008 Certificates, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall be held as a special fund to provide for the redemption of all outstanding 2008 Certificates on July 1, 2019 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount thereof (the “Redemption Price”) in accordance with the provisions of this Escrow Agreement.
Establishment of Escrow Fund. As of the date hereof the Company, in its sole discretion, has or shall deposit with or make available to the Escrow Agent the aggregate amount of Two and One-Half Million Dollars ($2,500,000) either by (i) depositing cash funds with the Escrow Agent, (ii) depositing a letter of credit issued by PNC Bank, National Association(an “Escrow Letter of Credit”) with the Escrow Agent, (iii) reserving an amount against any of the Company’s existing lines of credit from PNC Bank, National Association that may be drawn down by the Escrow Agent (the “Escrow Reserve”) or (iv) depositing cash funds, an Escrow Letter of Credit and/or establishing an Escrow Reserve such that, in each case, the aggregate sum of such cash funds, Escrow Letter of Credit and Escrow Reserve is equal to Two and One-Half Million Dollars ($2,500,000). The cash funds, Escrow Reserve and any Escrow Letter of Credit and any proceeds, income and reinvestments thereof, is hereinafter referred to collectively as (the “Escrow Fund”). Such deposit of cash funds, Escrow Letter of Credit or Escrow Reserve, as the case may be, shall constitute satisfaction on this date of the Company’s obligation to deposit funds hereunder. The Escrow Agent shall hold the Escrow Fund subject to the terms and conditions of this Agreement. Hereafter:
Establishment of Escrow Fund. At the Closing of the transactions contemplated in the Merger Agreement, the Company shall transfer the STI Closing Shares to the Escrow Agent. It is the parties’ intention that, subject to the terms and conditions set forth herein, that the Escrow Agent shall dispose of the STI Closing Shares in accordance with the express provisions of this Escrow Agreement, and shall not make, be required to make or be liable in any manner for its failure to make, any determination under the Merger Agreement, or any other agreement, including, without limitation, any determination of whether CTI or STI, as applicable, has complied with the terms of the Merger Agreement or whether the Company , STI, or the STI Holders as applicable, are entitled to delivery of any or all of the STI Closing Shares.
Establishment of Escrow Fund. At the Closing, Buyer shall pay to the Escrow Agent in cash by wire transfer the amount of $500,000 (the “Escrow Fund”) to be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement.
