Purpose of Escrow. The Holdback Cash and Holdback Units (and any Escrow Income) shall be held by the Escrow Agent in an escrow account (the "Escrow Account") in order to secure (i) payment of any Working Capital Adjustment pursuant to Section 1.9 above, and (ii) payment of the indemnification obligations of the Selling Parties pursuant to ARTICLE VII of this Agreement.
Purpose of Escrow. The purpose of this Agreement is to: (a) to provide the required funds for Seller to defease or satisfy the Mortgages and in the amounts listed on EXHIBIT C; (b) upon such defeasance or satisfaction, provide the payment of the full Purchase Price to Sellers for the Properties in the amounts set forth on EXHIBIT C subject to adjustments and credits provided for in the Contract; and (c) upon such defeasance or satisfaction, close the purchase and sale of the applicable Property in accordance with SECTION 9.
Purpose of Escrow. The purpose of the Escrow Fund is:
(a) to set aside 2,350,000 shares of Common Stock of the Purchase Price to provide a mechanism for an upward adjustment to the Purchase Price (as defined in the Amended Assets and Trademark Agreement) of up to 2,350,000 shares of Common Stock if one of the following events occur (each a "Price Adjustment Event"):
(i) the closing of the Securicor Transaction; or
(ii) Securicor and Intek, or their respective affiliates, enter into one or more transactions within six months of the termination of the Securicor Agreement which transaction(s) collectively convey(s) majority control of Intek to Securicor and/or Securicor's Affiliates (collectively) upon the closing of such transaction(s); and
(b) if a Price Adjustment Event occurs, to set aside 500,000 shares of the Escrow Fund (the "Hitachi Portion of the Escrow Fund"), after conveyance to Midland of title to the Escrow Fund, to provide a mechanism for indemnifying Intek against any actual out-of-pocket loss, cost, liability or expense incurred by Intek ("Losses") resulting from the termination by Hitachi of the Hitachi Supply Agreement without the consent of Intek prior to May 12, 1997 (an "Hitachi Related Indemnity Event"); provided, however, that for purposes of this Agreement an Hitachi Related Indemnity Event shall not be deemed to have occurred and Intek shall not be entitled to any portion of the Hitachi Escrow Fund, if (i) Intek takes an action which results in termination of the Hitachi Supply Agreement (excluding the transactions contemplated by the Amended Assets and Trademark Agreement); provided, however, that, for the purposes of the foregoing, Intek shall not be deemed to have taken any such action if Intek fails to satisfy any minimum purchase requirements under the Hitachi Supply Agreement or continues to purchase 220 MHz products from Securicor or (ii) Hitachi's action to terminate the Hitachi Supply Agreement notwithstanding, Hitachi continues to be willing to sell Hitachi Products to Intek after May 12, 1997, upon substantially the terms set forth in the Hitachi Supply Agreement or on such other terms as are agreed to by Intek or (iii) Intek has not ordered any Hitachi Products pursuant to the Hitachi Supply Agreement during the sixty (60) days immediately preceding Hitachi's termination of the Hitachi Supply Agreement.
Purpose of Escrow. A. The Escrow Agent shall hold the initial cash, all Federal Securities accounted for in the 2022 Escrow Account (other than any Federal Securities, including the Initia l Federal Securities, held as book-entries), and all moneys received from time to time as interest on and principal of such Federal Securities (including those held as book-entries), in trust to secure and for the payment of the Refunded 2014A Certificate Requirements.
B. Except as provided in paragraph B of Section 1 and in Section 8 hereof, the Escrow Agent shall collect the principal of and interest on such Federal Securities promptly as such principal and interest become due and shall apply all money so collected to the payment of the Refunded 2014A Certificate Requirements as aforesaid.
Purpose of Escrow. The Escrow Agent holds the Escrow Fund solely for the purpose described in Section 4 of the Agreement.
Purpose of Escrow. The Escrow Amount shall be held by Escrow Agreement for the purpose of effecting any necessary adjustment in the number of shares of PhoneTel common stock to be distributed to the Seller's shareholders as consideration for the merger, as provided in Section 1.2 of the Merger Agreement. Each share of PhoneTel common stock comprising the Escrow Amount shall be valued at $1.00 for purposes of any adjustment to be made pursuant to such Section 1.2 of the Merger Agreement.
Purpose of Escrow. The Escrow Fund shall secure the obligations of the Principal Holders pursuant to Article One of this Agreement subject to the release or distribution of the shares constituting the Escrow Fund as provided in this Agreement.
Purpose of Escrow. This Escrow is established for the purpose of facilitating the delivery to Scion of the Scion Common Shares and the Scion Redeemable Shares upon the occurrence of certain conditions set forth in the Stock Purchase Agreement, or the return to Clyra of the Scion Common Shares and the Scion Redeemable Shares in the event that the transactions contemplated in the Stock Purchase Agreement are abandoned.
Purpose of Escrow. A. The Escrow Bank shall hold the initial cash, all Federal Securities accounted for in the Escrow Account (other than Federal Securities, including the Initial Federal Securities, held as book-entries), and all moneys received from time to time as interest on and principal of such Federal Securities, in trust to secure and for the payment of the Refunded Bond Requirements on the Redemption Dates, as applicable.
B. Except as provided in paragraph B of Section 1 hereof, the Escrow Bank shall collect the principal of and interest on such Federal Securities promptly as such principal and interest become due and shall apply all money so collected to the payment of the Refunded Bond Requirements as aforesaid.
Purpose of Escrow. Purchaser has deposited the Xxxxxxx Money with Escrow Agent to comply with Purchaser’s obligations pursuant to Section 2.1 of the Purchase Agreement.
