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, Acquiree Shareholder shall, pursuant to Section 2.2(b) of the Stock Purchase Agreement, deposit with the Escrow Agent the stock certificates evidencing the Escrow Shares (which consist of 170 shares of Acquiree's Common Stock) 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 One Hundred Forty-Six Thousand Four Hundred Seventy-Nine Dollars and Six Cents ($146,479.06) (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 and upon the Closing, Buyer shall deposit with the Escrow Agent the Escrow Amount in order to provide a fund for the payment of (i) any claims for which Buyer Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a) (it being understood that the General Escrow Fund shall be funded solely for the benefit of satisfying obligations of the Seller Stockholders and shall not be available to satisfy any claims against Seller or its affiliates under Section 7.2(c)) and (ii) any amounts that may be owed to Buyer pursuant to Section 2.9(b). Buyer shall remit the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement substantially in the form attached hereto as Exhibit D. The General Escrow Amount deposited with the Escrow Agent plus all accrued interest thereon shall be referred to as the “General Escrow Fund”, and the Working Capital Escrow Amount deposited with the Escrow Agent plus all accrued interest thereon shall be referred to as the “Working Capital Escrow Fund” (and together, the General Escrow Fund and the Working Capital Escrow Fund shall be referred to as the “Escrow Fund”). Each Party agrees to provide appropriate instructions, as necessary, to the Escrow Agent for disbursement of any amounts owing to the other Party from the Escrow Fund pursuant to this Agreement, including clauses (i) and (ii) of this Section 2.8(a).
Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2009 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2009 Bonds, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2009 Bonds in accordance with the provisions of the 2009 Indentures. 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 2007 Bonds 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 2007 Bonds, 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 2007 Bonds on July 7, 2020 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount thereof plus accrued interest to such date (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.
