Maintenance of the Escrow Sample Clauses

Maintenance of the Escrow. (a) The Escrow Agent shall continue to maintain the Escrow Fund, as the case may be, until the earlier of: (i) the time at which there shall be no funds in such Escrow Fund (through any payment made pursuant to Section 1.6 hereof) and (ii) the termination of this Deposit Escrow Agreement.
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Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Indemnifying Shareholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Indemnifying Shareholder on the basis of a list of the Indemnifying Shareholders' respective ownership percentage provided to the Escrow Agent by the Shareholder Representative. The Escrow Agent shall maintain records showing each Indemnifying Shareholder's Proportionate Interest (as defined below) in the Escrow Fund and shall adjust each Indemnifying Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintained. For purposes of this Escrow Agreement, each Indemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Buyer Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) for the ten (10) trading days next preceding the date of a valuation. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.
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Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Warranting Stockholder showing the number of Escrow Shares held in the Escrow for such Warranting Stockholder on the basis of the provisions of the Merger Agreement and Annex B. The Escrow Agent shall maintain records showing each Warranting Stockholder's Proportional Allotment of the Escrow Fund and shall adjust each Warranting Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Warranting Stockholder in the Escrow. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. PURCHASER shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee on behalf of the Warranting Stockholders in the respective amounts set forth on Annex B.
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Maintenance of the Escrow. The Escrow Agent shall account separately ------------------------- for each Wood Shareholder showing the amount of Escrowed Shares held in the Escrow Account for such Wood Shareholder. The Escrow Agent shall maintain records showing each Wood Shareholder's Proportionate Interest (as defined below) in the Escrow Account and shall adjust each Wood Shareholder's account to reflect distributions from, and additions or substitutions to,
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Maintenance of the Escrow. (a) The Escrow Agent shall establish a separate account ("SUBACCOUNTS") for each Former H.S. Trask Stockholder for the number of Escrow Shares set opposite such Former H.S. Trask Stockholder ANNEX B (the "FORMER H.S. TRASK STOCKHOLDER LIST"), which has been determined on the basis of the provisions of the Merger Agreement. All dividends and distributions in respect of the Escrow Shares, whether in cash, additional shares of Phoenix Footwear common stock or other property received by the Escrow Agent shall be distributed currently to the Former H.S. Trask Stockholders and shall be retained by the Escrow Agent as part of the Escrow Fund and credited proportionately to the Subaccounts to which the Escrow Shares are credited. In the event the Escrow Shares are reclassified or otherwise changed into or exchanged for other securities, property or cash pursuant to any merger, consolidation, sale of assets and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Escrow Shares shall be retained by it as part of the Escrow Fund, credited proportionately to the Subaccounts to which the Escrow Shares are credited and, in the case of securities, registered in the name of the Escrow Agent or its nominee. All cash, property, Phoenix Footwear common stock and other securities received and retained by the Escrow Agent as described in this Section 4 are referred to herein as "DISTRIBUTIONS." The provisions of this Section 4 shall apply to successive Distributions.
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Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Securityholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Securityholder on the basis of a list of the Securityholders' respective ownership percentage provided to the Escrow Agent by the Principal Shareholders. The Escrow Agent shall maintain records showing each Securityholder's Proportionate Interest in the Escrow Fund and shall adjust each Securityholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Securityholder in the Escrow. For purposes of this Agreement, each Securityholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Securityholder in the Escrow bears to the value of all property held for the account of all Securityholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Xxxxx Common Stock (as quoted on the Nasdaq National Market and reported in THE WALL STREET JOURNAL) for the ten (10) trading days preceding the Effective Time (as defined in the Plan of Reorganization) (the "Value Date"). The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Xxxxx shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.
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Maintenance of the Escrow. (a) With respect to each Escrow Fund, the Escrow Agent shall establish a separate account (each, a "Subaccount") for each Stockholder for the number of Escrowed Shares and the amount of Escrowed Cash set forth opposite such Stockholder's name in the column identified for each Escrow Fund on Annex A attached hereto (the "Stockholder List"). The ratio of the total number of Escrowed Shares listed opposite a given Stockholder's name on the Stockholder List to the total number of Escrowed Shares set forth on the Stockholder List, as of the date hereof, is referred to herein as such Stockholder's "Proportional Interest in Shares." The ratio of the amount of Escrowed Cash listed opposite a given Stockholder's name on the Stockholder List to the total amount of Escrowed Cash set forth on the Stockholder List, as of the date hereof, is referred to herein as such Stockholder's "Proportional Interest in Cash." A Stockholder's Proportional Interest in Shares and Proportional Interest in Cash shall collectively be referred to herein as such Stockholder's "Proportional Interest."
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Maintenance of the Escrow. The Escrow Agent shall maintain records showing each Seller’s Proportionate Interest (as defined below) in the Escrow Account, if any, and shall
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Maintenance of the Escrow. (a) EXHIBIT B sets forth the name, address and taxpayer identification number (when known) of each of the Retained Target Founders, the number of Escrow Shares initially deposited on behalf of each Retained Target Founder into the Escrow Fund and the proportionate interest of each Retained Target Founder in the Escrow ("PROPORTIONATE INTEREST"). Distributions from the Escrow pursuant to this Agreement shall be made in accordance with each
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Related to Maintenance of the Escrow

  • Maintenance of the Property Neither Broker nor Brokerage Firm is responsible for maintenance of the 324 Property nor are they liable for damage of any kind occurring to the Property, unless such damage is caused by their negligence or 325 intentional misconduct.

  • Maintenance of Premises LESSOR will be responsible for all structural and roof maintenance of the leased premises but specifically excluding damage caused by the careless, malicious, willful, or negligent acts of LESSEE or others, chemical, water or corrosion damage from any source, and maintenance of the space heating, ventilating, and cooling units exclusively serving the leased premises (collectively, the "HVAC Unit") and of any non "building standard" leasehold improvements. LESSOR shall not be deemed to have breached its obligation to make the repairs required to be made by LESSOR unless LESSOR fails to make the same within a reasonable period (taking into consideration the type of repair involved) after receiving written notice from LESSEE of the need therefor. LESSEE agrees to maintain at its expense the HVAC Unit and all other aspects of the leased premises in the same condition as they are at the commencement of the term or as they may be put in during the term of this lease, normal wear and tear and damage by fire or other casualty only excepted, and whenever necessary, to replace light bulbs, plate glass and other glass therein, acknowledging that the leased premises are now in good order and the light bulbs and glass whole. If LESSOR so directs, LESSEE shall enter into a preventive maintenance/service contract acceptable to LESSOR with a maintenance contractor acceptable to LESSOR at LESSEE's sole cost and expense for servicing all air conditioning, heating, ventilating, and other equipment or other equipment located within or serving the leased premises. LESSEE will properly control or vent all solvents, degreasers, smoke, odors, etc. and shall not cause the area surrounding the leased premises to be in anything other than a neat and clean condition, depositing all waste in appropriate receptacles. LESSEE shall be solely responsible for any damage to plumbing equipment, sanitary lines, or any other portion of the building which results from the discharge or use of any acid or corrosive substance by LESSEE. LESSEE shall not permit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waste, and will not keep animals within the leased premises. LESSEE will protect any carpet with plastic or masonite chair pads under any rolling chairs. Unless heat is provided at LESSOR's expense, LESSEE shall maintain sufficient heat to prevent freezing of pipes or other damage. Any increase in air conditioning equipment or electrical capacity, or any installation and/or maintenance of equipment which is necessitated by some specific aspect of LESSEE's use of the leased premises shall be at LESSEE's expense. All maintenance provided by LESSOR shall be during LESSOR's normal business hours.

  • Maintenance of Account In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Account as follows:

  • Maintenance of Fund's Assets Abroad The Fund, acting through its Board or its duly authorized representative, hereby instructs the Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the Custodian Agreement) to place and maintain the Fund's Assets in countries outside the United States in accordance with Instructions received from the Fund’s Investment Advisor. Such instruction shall constitute an Instruction under the terms of the Custodian Agreement. The Fund acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on the Delegate’s Global Custody Network Listing; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services.

  • Installation and Maintenance of Meters The Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

  • Maintenance and Repairs 7.1 Tenant shall, at its expense, throughout the Term and all renewals and extensions thereof, maintain in good order, condition and repair the Premises, including but not limited to heating and air conditioning equipment, walls, floors and ceilings, window exteriors, mechanical and electrical systems and equipment exclusively serving the Premises, electric light fixtures, bulbs, tubes and tube casings, doors, floor coverings, dock doors, levelers, plumbing system and plumbing fixtures, Tenant’s signs and utility facilities not maintained by Landlord. Landlord shall use reasonable efforts to extend to Tenant the benefit from warranties on such items, if any, that have been made by Landlord’s contractors or vendors and to extend to Tenant, as and if available, any bulk buying power that Landlord may have with such contractors or vendors. If any portion of the Premises or any system or equipment in the Premises which Tenant is obligated to repair cannot be fully repaired, Tenant shall promptly replace the same, regardless of whether the benefit of such replacement extends beyond the Term. Tenant shall, at Tenant’s expense, maintain a preventive maintenance contract providing for the regular inspection (at least quarterly) and maintenance of the heating and air conditioning system by a licensed and qualified heating and air conditioning contractor, or Tenant shall perform such HVAC inspection and maintenance with duly licensed and qualified employee. The cost of such preventive maintenance contract shall be paid by Tenant and an expense solely chargeable to Tenant; but if Landlord so elects, same may be billed directly by Landlord to Tenant where Landlord on Tenant’s behalf enters into such preventive maintenance contract and in such case shall be deemed Additional Rent (Landlord alone may so elect whether to enter into such preventive maintenance contract on Tenant’s behalf). Landlord shall have the right, upon notice to Tenant, to undertake the responsibility for preventive maintenance of any other system or component at Tenant’s expense. Tenant shall be responsible for janitorial services and trash removal from the Premises, at Tenant’s expense. Landlord and Tenant intend that, at all times during the Term, Tenant shall maintain the Premises in good order and condition and appearances reasonably commensurate with the balance of the Property. All of Tenant’s obligations to maintain and repair shall be accomplished at Tenant’s sole expense. If Tenant fails to maintain and repair the Premises as required by this Section, Landlord may, on 10 days’ prior written notice (except that no notice shall be required in case of emergency), enter the Premises and perform such maintenance or repair on behalf of Tenant; provided such entry is made in compliance with Applicable Laws, including but not limited to, the Marijuana code. In such cases, Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing such maintenance or repair plus an administration fee equal to 5% of such actual and reasonable costs or expenses.

  • Maintenance of Accounts If an institution maintaining the Bank Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Bank Accounts to a Qualified Institution within 30 days.

  • Maintenance of Business Each of the Parent and the Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c) hereof. Each of the Parent and the Borrower shall, and shall cause each Subsidiary to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Facilities 5.1 The Network Customer shall maintain its facilities necessary to reliably receive capacity and energy from the Host Transmission Owner’s transmission system consistent with Good Utility Practice. The Transmission Provider or Host Transmission Owner, as appropriate, may curtail service under this Operating Agreement to limit or prevent damage to generating or transmission facilities caused by the Network Customer’s failure to maintain its facilities in accordance with Good Utility Practice, and the Transmission Provider or Host Transmission Owner may seek as a result any appropriate relief from the Commission.

  • Property Maintenance Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

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