Establishment of Escrow Funds. (a) Simultaneously with the execution and delivery hereof, Buyer has delivered by wire transfer of immediately available funds to the Escrow Agent the sum of $5,000,000 (the "Escrow Funds").
(b) The Escrow Agent shall act as custodian of the Escrow Funds and shall invest and reinvest the Escrow Funds as directed in writing from time to time by Buyer and Parent (on behalf of itself and US Seller) only in: (i) readily-marketable direct obligations of, or repurchase agreements collateralized by direct obligations of, the United States Government or backed by the full faith and credit of the United States Government; or (ii) certificates of deposit, time deposits, money market accounts or other interest-bearing deposits of commercial banks having total capital and surplus of at least $250,000,000. The Escrow Agent shall have no responsibility for determining such obligations and shall have no liability whatsoever for any investment losses resulting from the investment or reinvestment of the Escrow Funds, except as a result of (x) a breach of this Escrow Agreement or (y) gross negligence, bad faith or willful misconduct by the Escrow Agent.
(c) In accordance with the provisions of Section 2.1, any interest or other income received on such investment and reinvestment of the Escrow Funds shall be held as part of the Escrow Funds and may be used to satisfy Buyer's claims for Damages incurred or suffered by Buyer in connection with Special Pre-Closing Environmental Conditions pursuant to Section 10.03 of the Purchase Agreement (the "Escrow Claims"). To the extent not so used, such interest and income shall be disbursed to Parent and US Seller upon release of the Escrow Funds to Parent and US Seller at the end of the term of the Escrow Funds pursuant to Section 2.1 of this Escrow Agreement. Neither US Seller nor Parent has any legal or beneficial interest in the Escrow Funds or in any interest or other income received on the investment and reinvestment of the Escrow Funds, unless and until the Escrow Agent has received the joint written instructions referred to in Section 2.1.
Establishment of Escrow Funds. The Company, on behalf of each Portfolio, will deliver, as provided in Section 5 of the Interim Agreement, the Adviser's compensation to the Escrow Agent. The Escrow Agent will maintain a separate escrow account for each Portfolio (including such sub-accounts as may be necessary for compensation payable by the Adviser to any investment sub-advisers (the "Sub-Advisers") for specific Portfolios). Upon receipt of a deposit from the Company on behalf of a Portfolio, the Escrow Agent shall provide written confirmation to the Company and the Adviser that such sum has been deposited with it. The Adviser's compensation for a Portfolio held in escrow by the Escrow Agent hereunder, together with all interest thereon, herein is referred to as an "Escrow Fund," and collectively as "Escrow Funds."
Establishment of Escrow Funds. The Escrow Agent will maintain a separate master escrow account and a separate escrow sub-account for each Portfolio. The Trust, on behalf of each Portfolio, will deliver to the Escrow Agent, as provided in Section 5 of the Interim Agreement, the Adviser's compensation, which shall include the Sub-Adviser's compensation payable by the Adviser to each Sub-Adviser pursuant to Section 4 of each Interim Sub-Advisory Agreement. The Adviser, with respect to the Portfolios, will deliver to the Escrow Agent a schedule setting forth: (i) the advisory fees to be held in each master escrow account on behalf of the Adviser (after accounting for the deduction of the sub-advisory fees); and (ii) the sub-advisory fees to be held in each escrow sub-account on behalf of the applicable Sub-Adviser, consistent with the terms of each Interim Advisory and Sub-Advisory Agreement. Upon receipt of a deposit from the Trust on behalf of a Portfolio, the Escrow Agent shall provide written confirmation to the Trust and the Adviser that such sum has been deposited with it. The Adviser's compensation for the Portfolios held in the master escrow accounts by the Escrow Agent hereunder, and each Sub-Adviser's compensation for the Portfolios (or portion thereof) held in the escrow sub-accounts by the Escrow Agent hereunder, together with all interest and other earnings thereon ("Earnings"), herein is referred to as an "Escrow Fund," and collectively as "Escrow Funds."
Establishment of Escrow Funds. On the Closing Date, Buyer shall transfer and deliver to Escrow Agent a sum equal to $8,000,000 in immediately available funds. Earnings on the Escrow Funds shall constitute and become part of the Escrow Funds and be disbursed in accordance herewith. Escrow Agent hereby agrees to receive, hold, administer, safeguard and disburse the Escrow Funds pursuant to the terms and conditions of this Agreement.
Establishment of Escrow Funds. Seller hereby agrees that the Seller’s Portion of the Cleanup Costs, in the amount of $100,000.00 cash, shall be deducted from the Seller’s net sales proceeds due and payable at final settlement under the Contract, and shall be placed in escrow with the Escrow Agent in accordance with this Agreement (hereinafter the Seller’s Portion of the Cleanup Costs, held in escrow, shall be referred to as the “Escrow Funds”).
Establishment of Escrow Funds. The Escrow Agent will maintain a separate escrow account for each Portfolio. The Trust, on behalf of each Portfolio, will deliver to the Escrow Agent, as provided in Section 4 of the Interim Sub-Advisory Agreement, the Sub-Adviser’s compensation for each Portfolio. The Adviser, with respect to the Portoflios, will deliver to the Escrow Agent a schedule setting forth the sub-advisory fees to be held in each escrow account on behalf of the Sub-Adviser, consistent with the terms of the Interim Sub-Advisory Agreement. Upon receipt of a deposit from the Trust on behalf of a Portfolio, the Escrow Agent shall provide written confirmation to the Trust and the Adviser that such sum has been deposited with it. The Sub-Adviser’s compensation for the Portfolios (or portion thereof) held in the escrow accounts by the Escrow Agent hereunder, together with all interest and other earnings thereon (“Earnings”), herein is referred to as an “Escrow Fund,” and collectively as “Escrow Funds.”
Establishment of Escrow Funds. (a) The Wire Agent, as escrow agent for CSFB, shall hold in a segregated account, subject to the terms and conditions herein, the Escrow Funds it receives by wire from CSFB with respect to each Loan. The Account shall be entitled "First Bank National Association for CS First Boston Mortgage Capital Corp." The Wire Agent shall, upon receipt of the Escrow Funds, immediately send by facsimile transmission to CSFB, FMAC and Custodian written confirmation indicating its receipt of such Escrow Funds.
(b) The Escrow Funds shall be invested and reinvested by the Wire Agent in such investments as directed in writing by FMAC, provided that such investments are then generally acceptable to Standard & Poor's Rating Service ("S&P") for reinvestment of funds in transactions rated "AAA" by S&P. No investment may be sold prior to its maturity. All net income and gain from such investments shall be released to FMAC as directed in writing by FMAC. Any losses on investment or reinvestment of the Escrow Funds shall be reimbursed by FMAC and immediately deposited into the Escrow Account prior to the release of the Escrow Funds in accordance with the terms of this Master Escrow Agreement.
(c) Any Escrow Funds to be wired to the Wire Agent by CSFB with respect to a Table Funding are to be transferred by federal funds wire in accordance with the following wire instructions: Bank: First Bank National Association ABA#: 000000000 Account Name: First Bank for CS First Boston Mortgage Capital Corp. - Master Escrow Account #: 180121167365 Reference #: 00-00000-0 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000
Establishment of Escrow Funds. There is
Establishment of Escrow Funds. Following execution of this Agreement, on the date hereof and upon the closing of the transactions contemplated by the Contribution Agreement, AMID shall issue and deposit or cause to be deposited with the Escrow Agent, the General Indemnity Escrow Units, the Special Indemnity Escrow Units and the Adjustment Escrow Units in book-entry form (collectively, and together with any dividends, distributions, earnings or other amounts paid with respect thereto or accrued thereon, and as reduced as a result of disbursements made from time to time in accordance with the procedures specified in this Agreement, the “Escrow Property”). AMID shall direct the Transfer Agent to deliver a written confirmation of the deposit of General Indemnity Escrow Units in the General Indemnity Escrow Fund, Special Indemnity Escrow Units in the Special Indemnity Escrow Fund and Adjustment Escrow Units in the Adjustment Escrow Fund. AMID shall deliver to the Escrow Agent a copy of the direction letter to the Transfer Agent. Upon the Escrow Agent’s receipt of confirmation from the Transfer Agent, the Escrow Agent shall send notice to the Parties confirming receipt of the Escrow Units from AMID and the Escrow Property will be held and disbursed only in accordance with the express terms and conditions of this Agreement and the Contribution Agreement.
Establishment of Escrow Funds. The Adviser hereby directs the Trust, on behalf of the Fund to deliver the Sub-Adviser's compensation, as provided in Section 4 of the Interim Agreement, to the Escrow Agent. The Escrow Agent will maintain a separate escrow account for the Fund. Upon receipt of a deposit from the Trust on behalf of the Fund, the Escrow Agent shall provide written confirmation to the Trust, the Adviser and the Sub-Adviser that such sum has been deposited with it. The Sub-Adviser's compensation for the Fund held in escrow by the Escrow Agent hereunder, together with all interest thereon, herein is referred to as an "Escrow Fund," and collectively as "Escrow Funds."
