Common use of Receipt of Escrow Funds Clause in Contracts

Receipt of Escrow Funds. (a) The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent xxxxxx accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth herein. (b) Promptly upon the execution of this Escrow Agreement, Buyer shall deliver (or cause to be delivered) to the Escrow Agent by wire transfer of immediately available U.S. funds in accordance with the payment instructions provided by the Escrow Agent, and the Escrow Agent shall acknowledge to the Parties upon receipt of, the Escrow Amount (such amount as increased by any earnings, interest and gains on and proceeds from the investment or reinvestment thereof (“Earnings”), is hereinafter referred to as the “Escrow Funds”). (c) All signatories to this Escrow Agreement represent and warrant to the Escrow Agent and each other that they have full and complete authority to enter into and execute this Escrow Agreement on behalf of the Party on whose behalf they are signing. Concurrent with the execution of this Escrow Agreement, each of Buyer and Sellers shall deliver to the Escrow Agent an Incumbency Certificate in the form of Exhibit A to this Escrow Agreement. Such Incumbency Certificate establishes the identity of the representatives of such Party (and their contact information) entitled to issue instructions to the Escrow Agent or to otherwise enter into documentation or agreement on behalf of each such Party (each, an “Authorized Representative”). In the event of any change in the identity of such representatives, a new Incumbency Certificate shall be executed and delivered to the Escrow Agent, executed on behalf of the appropriate Party by one of the then remaining Authorized Representatives listed on the previously effective Incumbency Certificate. Each of the Parties to this Escrow Agreement acknowledge and agree the Escrow Agent shall be fully protected in relying without inquiry on any then-current Incumbency Certificate delivered to the Escrow Agent in accordance with this Escrow Agreement. In the event instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by electronic transmission or otherwise, the Escrow Agent may (but is not obligated to) seek confirmation of such instructions by telephone call back to an Authorized Representative, and the Escrow Agent may rely upon the confirmation of anyone reasonably purporting to be the Authorized Representative. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, the Escrow Agent shall not be required to execute the instruction until all issues have been resolved in its sole discretion. The Parties agree to notify the Escrow Agent of any errors, delays or other problems within five (5) calendar days after receiving notification that a transaction has been executed. (d) Buyer and Sellers shall each furnish the Escrow Agent with an Internal Revenue Service Form W-8 or Form W-9, properly completed and signed, and such other forms and documents that the Escrow Agent may reasonably request.

Receipt of Escrow Funds. (a) The Parties hereby appoint Upon execution of this Escrow Agreement by each of the parties hereto, Investor shall deposit funds pursuant to Section 2.2 of the SPA (the “Deposited Funds”) from time to time via wire transfer to the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent xxxxxx accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth hereinAccount. (b) Promptly upon the execution of this Escrow Agreement, Buyer shall deliver (or cause to be delivered) All such wire transfers remitted to the Escrow Agent shall be accompanied by wire transfer of immediately available U.S. funds in accordance with information identifying Investor, including the payment instructions provided by the Escrow Agentname, mailing address, taxpayer identification number and the Escrow Agent shall acknowledge to the Parties upon receipt of, the Escrow Amount a completed Form W9/W8 (such amount as increased by any earnings, interest and gains on and proceeds from the investment or reinvestment thereof (“Earnings”), is hereinafter referred to as the “Escrow Funds”). (c) All signatories to this Escrow Agreement represent and warrant to the Escrow Agent and each other that they have full and complete authority to enter into and execute this Escrow Agreement on behalf of the Party on whose behalf they are signing. Concurrent with the execution of this Escrow Agreement, each of Buyer and Sellers shall deliver to the Escrow Agent an Incumbency Certificate in the form of Exhibit A to this Escrow Agreement. Such Incumbency Certificate establishes the identity of the representatives of such Party (and their contact information) entitled to issue instructions to the Escrow Agent or to otherwise enter into documentation or agreement on behalf of each such Party (each, an “Authorized RepresentativeInvestor Information”). In the event of any change in the identity of such representatives, a new Incumbency Certificate shall be executed and delivered Investor Information is not provided to the Escrow Agent, executed on behalf of the appropriate Party by one of the then remaining Authorized Representatives listed on the previously effective Incumbency Certificate. Each of the Parties to this Escrow Agreement acknowledge and agree the Escrow Agent shall be fully protected in relying without inquiry on any then-current Incumbency Certificate delivered by Investor, then the Company agrees to the promptly upon request provide Escrow Agent in accordance with this Escrow Agreement. In the event instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether such information in writing, by electronic transmission or otherwise, the Escrow Agent may (but is not obligated to) seek confirmation of such instructions by telephone call back to an Authorized Representative, and the Escrow Agent may rely upon the confirmation of anyone reasonably purporting to be the Authorized Representative. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, the The Escrow Agent shall not be required to execute accept any Escrow Funds which are not accompanied by the instruction until all issues have been resolved in its sole discretionInvestor Information. The Parties agree In the event that Investor fails to notify remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such Investor’s funds, the Escrow Agent will be required to withhold a portion of the earnings attributable Investor at the applicable rate in accordance with Section 3406 of the Internal Revenue Code of 1986, as amended.The Escrow Agent will hold the Escrow Funds, in escrow upon the terms and conditions set forth in this Escrow Agreement and shall not disburse funds from the Escrow Account except as provided herein. The Company understands that until disbursed pursuant to Paragraph 1.3, it is not entitled to any errors, delays Escrow Funds and no funds deposited in the Escrow Account will become the property of the Company. All funds so deposited shall remain the property of Investor according to its interests and shall not be subject to any lien or other problems within five (5) calendar days after receiving notification that a transaction has been executedcharge by Escrow Agent or by judgment or creditors' claims against Company until released or eligible to be released to Company in accordance with section 1.3 hereof. (dc) Buyer and Sellers The Escrow Agent shall each furnish have no duty or responsibility to solicit the Escrow Funds from Investor or to enforce the collection or demand payment of any funds deposited into the Escrow Account. In the event that any funds, including cleared funds, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent with an Internal Revenue Service Form W-8 or Form W-9pursuant to this Agreement, properly completed and signed, and such other forms and documents that Investor shall immediately reimburse the Escrow Agent may reasonably requestupon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other instruments to Investor. Investor acknowledges that its obligation in the preceding sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Receipt of Escrow Funds. (a) The Parties hereby appoint Finova agrees that all amounts held in the accounts specified in the Pledge Agreement, including, but not limited to, several Deposit Accounts and several Securities Accounts (as those terms are defined in the Pledge Agreement), shall be delivered to the Escrow Agent as their escrow agent for Agent; provided that the purposes set forth hereinIndenture Trustee and the Collateral Trustee agree that Finova may retain in a Deposit Account an amount no greater than $2,000,000 (the “Holdback Amount”) to be used in connection with Finova’s wind-up activities, and upon completion thereof, any unused portion of the Escrow Agent xxxxxx accepts such appointment and agrees Holdback Amount shall be paid by Finova to act as escrow agent in accordance the Indenture Trustee for future distribution pursuant to the Indenture. Finova will supply the Indenture Trustee a statement of each disbursement of any portion of the Holdback Amount with the terms amount of the disbursement, payee and conditions set forth hereinpurpose every quarter and upon completion of the wind-up activities. (b) Promptly upon Upon receipt of the execution of this Escrow Agreementfunds specified in subpart (a) above, Buyer shall deliver (or cause to be delivered) to the Escrow Agent by wire transfer of immediately available U.S. funds in accordance with the payment instructions provided by the Escrow Agent, and the Escrow Agent shall acknowledge to the Parties upon receipt of, the Escrow Amount take possession of $139,028,077.87 (such amount as increased by any earnings, interest and gains on and proceeds from the investment or reinvestment thereof (“Earnings”), is hereinafter referred to as the “Escrow Funds”). (c) All signatories to this The Escrow Agreement represent and warrant to Agent will hold the Escrow Agent Funds in an account (the “Escrow Account”), together with all investments thereof and each other that they have full all interest accumulated thereon and complete authority to enter into proceeds therefrom (if any), in escrow upon the terms and execute conditions set forth in this Agreement and shall not disburse funds from the Escrow Agreement on behalf Account except as provided herein. The Escrow Account shall constitute a subaccount of the Party on whose behalf they are signing. Concurrent with Collateral Account established under the execution of this Escrow Collateral Trust Agreement, each of Buyer and Sellers shall deliver to the Escrow Agent an Incumbency Certificate in the form of Exhibit A to this Escrow Agreement. Such Incumbency Certificate establishes the identity of the representatives of such Party (and their contact information) entitled to issue instructions to the Escrow Agent or to otherwise enter into documentation or agreement on behalf of each such Party (each, an “Authorized Representative”). In the event of any change in the identity of such representatives, a new Incumbency Certificate shall be executed and delivered to the Escrow Agent, executed on behalf of the appropriate Party by one of the then remaining Authorized Representatives listed on the previously effective Incumbency Certificate. Each of the Parties to this Escrow Agreement acknowledge and agree the Escrow Agent shall be fully protected in relying without inquiry on any then-current Incumbency Certificate delivered to the Escrow Agent in accordance with this Escrow Agreement. In the event instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by electronic transmission or otherwise, the Escrow Agent may (but is not obligated to) seek confirmation of such instructions by telephone call back to an Authorized Representative, and the Escrow Agent may rely upon the confirmation of anyone reasonably purporting to be the Authorized Representative. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, the Escrow Agent shall not be required to execute the instruction until all issues have been resolved in its sole discretion. The Parties agree to notify the Escrow Agent of any errors, delays or other problems within five (5) calendar days after receiving notification that a transaction has been executed. (d) Buyer Escrow Agent shall invest funds from time to time held in the Escrow Account (including the subaccounts thereof) pursuant to written directions of Indenture Trustee, and Sellers shall each furnish in the absence of such directions, in the U.S. Government Portfolio (Service Class shares) of the Wilmington family of mutual funds or any other mutual funds for which the Escrow Agent with an Internal Revenue Service Form W-8 or Form W-9, properly completed and signed, and such other forms and documents that any affiliate of the Escrow Agent may reasonably requestserve as investment advisor or other service provider. Indenture Trustee and Finova acknowledge that shares in this mutual fund are not obligations of Wilmington Trust Company or Wilmington Trust Corporation, are not deposits and are not insured by the FDIC. Escrow Agent or its affiliate may be compensated by the mutual fund for services rendered in its capacity as investment advisor, or other service provider, such as provider of shareholder servicing and distribution services, and such compensation is both described in detail in the prospectus for the fund, and is in addition to the compensation, if any, paid to Wilmington Trust Company in its capacity as Escrow Agent hereunder.

Receipt of Escrow Funds. (a) The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent xxxxxx accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth herein. (b) Promptly upon the execution of this Escrow Agreement, Buyer shall deliver (or cause to be delivered) to the Escrow Agent Agent, by wire transfer of immediately available U.S. funds in accordance with the payment instructions provided by the Escrow Agent, and the Escrow Agent shall acknowledge to the Parties upon receipt of, the Escrow Amount (such amount as increased by any earnings, interest and gains on and proceeds from the investment or reinvestment thereof (“"Earnings”"), is hereinafter referred to as the “"Escrow Funds”"). (cb) All signatories to this Escrow Agreement represent and warrant to the Escrow Agent and each other that they have full and complete authority to enter into and execute this Escrow Agreement on behalf of the Party entity on whose behalf they are signing. Concurrent with the execution of this Escrow Agreement, each of Buyer and Sellers Seller shall deliver to the Escrow Agent an Incumbency Certificate in the form of Exhibit A to this Escrow Agreement. Such Incumbency Certificate establishes the identity of the representatives of such Party (and their contact information) entitled to issue instructions to the Escrow Agent or to otherwise enter into documentation or agreement on behalf of each such Party (each, an “Authorized Representative”)Party. In the event of any change in the identity of such representatives, a new Incumbency Certificate shall be executed and delivered to the Escrow Agent, Agent executed on behalf of the appropriate Party by one of the then remaining Authorized Representatives representatives listed on the previously effective Incumbency Certificate. Each of the Parties Party to this Escrow Agreement acknowledge acknowledges and agree agrees that the Escrow Agent shall be fully protected in relying without inquiry on any then-current Incumbency Certificate delivered to the Escrow Agent in accordance with this Escrow Agreement. In the event instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by electronic transmission facsimile or otherwise, the Escrow Agent may (but is not obligated toobligated) to seek confirmation of such instructions by telephone call back to an Authorized Representativethe person or persons designated in the Incumbency Certificate annexed hereto, and the Escrow Agent may rely upon the confirmation of anyone reasonably purporting to be the Authorized Representativeperson or persons so designated. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, the Escrow Agent shall not be required to execute the instruction until all issues have been resolved in its sole discretionresolved. The Parties agree to notify the Escrow Agent of any errors, delays or other problems within five (5) calendar days after receiving notification that a transaction has been executed. (dc) Buyer and Sellers Seller shall each furnish the Escrow Agent with an Internal Revenue Service Form W-8 or Form W-9, properly completed and signed, and such other forms and documents that the Escrow Agent may reasonably request.