Establishment of the Escrow. The Escrow Agent will establish segregated escrow accounts for each series in the offering (the "Series Escrow Accounts") into which all Subscription Payments shall be deposited. Each Series Escrow Account will be identified in a manner clearly indicating the series in the offering to which the Series Escrow Account relates. Records with respect to each Series Escrow Account will be maintained separately by the Escrow Agent. Credit on the books of the Escrow Agent will be given as of the date of deposit of each check. Interest on each deposited check will begin to accrue one (1) business day after each such date of deposit. If the Escrow Agent receives notice that a check for a Subscription Payment has been dishonored, it shall give immediate oral notice (to be confirmed in writing promptly thereafter) to the General Partner; and, unless otherwise instructed at that time by the General Partner, shall undertake routine steps to collect such check through the Escrow Agent's customary collections channels. In the event that collections from the Subscribers in the form of checks or other demand remittances are credited by the Escrow Agent to the Series Escrow Account and the items giving rise to such credits are subsequently dishonored, the Escrow Agent may, in its discretion, charge to the Series Escrow Account the amount of any item so dishonored. Upon final payment of any such item, the Escrow Agent shall credit to the Series Escrow Account the amount thereof with appropriate advice to the Fund. Subscription proceeds deposited may not be withdrawn by Subscribers. The General Partner agrees to inform the Escrow Agent when offers and sales in each series have begun and terminated. Subscription Payments forwarded for deposit to the Fund's Series Escrow Accounts will clearly indicate the series in which the Subscriber is investing.
Establishment of the Escrow. Escrow Bank will open one (1) non-interest bearing escrow account (the “Escrow”), and the Managing Broker-Dealer will promptly deliver to Escrow Bank for deposit into the Escrow the full amount of each payment received from each subscriber (the “Subscription Price”), together with a list of each subscriber from which funds are being deposited, showing the name, address, and taxpayer identification number of such subscriber, the number of Shares subscribed for, the amount paid therefor, the method of payment (check or wire), and an I.R.S. Form W-9 completed and executed by each subscriber. Escrow Bank shall have no obligation to accept monies, documents, or instructions from any party other than the Company or, in the case of funds, the Managing Broker-Dealer, with respect to the Escrow. All monies so deposited will be in the form allowed in the Prospectus and made payable to “Bank of Texas as Escrow Bank for New School Properties, Inc.” Should any such check be returned to Escrow Bank as uncollectable for any reason, Escrow Bank will charge the amount of such unpaid check to Escrow, notify the Company of the amount of such return check, the name of the subscriber and the reason for return, and hold such check subject to further instructions from the Company. Escrow Bank will hold all monies and other property in the Escrow free from any lien, claim, or offset, except as set forth herein, and such monies and other property shall not become the property of the Company or any other entity, nor subject to the debts thereof, unless the conditions set forth in these instructions to disbursement of such monies to the Company have been fully satisfied.
Establishment of the Escrow. An escrow for this transaction (“Escrow”) shall be established with Escrow Agent, and Escrow Agent shall be engaged to administer the Escrow. The Escrow shall continue in effect until the earlier of the date that (a) Buyer has purchased the Property or (b) this Agreement terminates.
Establishment of the Escrow. An escrow for this transaction (the "Escrow") is established with Security Title Agency, 0000 X. Xxxxxxx Drive, Suite 125, Mesa, Arizona 85204, Xxxxx Xxxxxxxx, escrow officer (the “Escrow Agent”), and Escrow Agent is engaged to administer the Escrow.
Establishment of the Escrow. (a) In accordance with Section 4(c) of the Omnibus Agreement, simultaneously with the consummation of the Merger, the Purchaser and Seller shall deliver or cause to be delivered to the Escrow Agent, the Escrowed Items. The Escrow Agent shall hold the Escrowed Items in escrow pursuant to this Agreement.
(b) Each of the Purchaser and the Seller confirms to the Escrow Agent, to each other and to the Seller's Lender that the Escrowed Items delivered in accordance with paragraph 2(a) above are all of the deliveries necessary to satisfy the conditions set forth in Section 4(c) of the Omnibus Agreement.
Establishment of the Escrow. An escrow for this transaction (the "Escrow") is established with Escrow Agent, and Escrow Agent is engaged to administer the Escrow.
Establishment of the Escrow. From the total number of Sonus Common Shares issuable to each OncoGenex Shareholder pursuant to Section 2.3(c), Sonus shall, at or promptly after the Effective Time, deduct and cause to be deposited, without any act or formality on the part of the OncoGenex Shareholder, that number of Sonus Common Shares as is equal to the number of OncoGenex Shares held by the OncoGenex Shareholder immediately prior to the Effective Time multiplied by the Escrow Ratio. All Sonus Common Shares deposited with the Escrow Agent shall be governed by the terms set forth in the Escrow Agreements. Pursuant to the terms of the Escrow Agreements, and subject to the provisions thereof, the Deposited Securities shall be released to the OncoGenex Shareholders in the amounts set forth opposite, and upon the achievement of, the milestones set forth on Schedule A to the Escrow Agreements.
Establishment of the Escrow. The Merger Agreement provides for and the Equityholders have consented to, by virtue of their approval of the Merger Agreement: (a) the establishment of the escrow arrangements set forth in this Escrow Agreement and (b) the appointment of the Stockholders’ Representatives as the representatives of the Equityholders for purposes of this Escrow Agreement, and the taking by the Stockholders’ Representatives of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement.
Establishment of the Escrow. ACCOUNT Company agrees to place a copy of the Source Code into an escrow account (the "Escrow") with ABC. If there is more than one Product listed in Attachment A, Company may, at its option, establish separate escrow accounts for each Product's Source Code. Company shall ensure that the copy of the Source Code that is deposited in the Escrow at any given time is the latest version. Company will cause Siemens to be designated as a "Registered Licensee" SIEMENS / CASTLE OEM CONTRACT (a beneficiary) of the Escrow by executing a Licensee Escrow Agreement in Siemens' name for each Product and submitting such Exhibits to ABC. The terms of the Escrow shall be governed by the Licensee Escrow Agreement. Upon receipt by ABC of the executed Attachment H from Company, ABC will send to Siemens a copy of the Licensee Escrow Agreement. As a condition to Siemens' status as a "Registered Licensee" becoming effective, Siemens agrees to promptly execute and return to ABC the Licensee Escrow Agreement.
Establishment of the Escrow. (a) Pursuant to Section 6.3 of the Merger Agreement, at the Effective Time, PairGain will deposit with the Escrow Agent two stock certificates, each in the name of the 80 Escrow Agent (or its nominee), one for 171 996 shares of PG Common Stock and one for 29,987 shares of PG Common Stock, together constituting the Holdback Amount and to be held in an account designated as "PairGain Technologies, Inc. Escrow Account," or having a similar designation. The shares of PG Common Stock constituting the Holdback Amount and evidenced by such certificates are hereinafter sometimes referred to collectively as the "Escrow Shares." The Escrow Shares shall be disbursed in accordance with the terms hereof. The Escrow Agent agrees to accept the Escrow Shares and to hold and distribute them in the manner provided herein. The Escrow Agent agrees to take appropriate measures to safeguard the certificates evidencing the Escrow Shares in its possession, in accordance with customary custodial practices.
(b) Exhibit B hereto contains a list of all Avidia Stockholders, their addresses and number of Escrow Shares held for their account hereunder at the Effective Time of the Merger. A Stockholder's "Proportionate Percentage" shall refer to the number of Escrow Shares held for the account of a particular Avidia Stockholder relative to the Escrow Shares held for the account of all Avidia Stockholders.
