Common use of Security and Offset Clause in Contracts

Security and Offset. The Company hereby grants to the Escrow Agent a first lien upon, and right of offset against, the Escrowed Property with respect to any fees or expenses due to the Escrow Agent hereunder (including any claim for indemnification hereunder). In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees and expenses from the Escrowed Property and may sell, convey or otherwise dispose of any Escrowed Property for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Escrowed Property an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.

Appears in 2 contracts

Samples: Forward Share Purchase Agreement (Lavoro LTD), Escrow Agreement (TPB Acquisition Corp I)

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Security and Offset. The Company Interested Parties hereby grants grant to the Escrow Agent a first lien upon, and right of offset against, the Escrowed Escrow Property with respect to any fees or expenses due to the Escrow Agent hereunder (including any claim for indemnification hereunder). In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees and expenses from the Escrowed Escrow Property and may sell, convey or otherwise dispose of any Escrowed Escrow Property for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Escrowed Escrow Property an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.

Appears in 2 contracts

Samples: Release Agreement (Sotera Health Co), Release Agreement (Sotera Health Co)

Security and Offset. The Company hereby grants to the Escrow Agent a first lien upon, and right of offset against, the Escrowed Escrow Property with respect to any fees or expenses due to the Escrow Agent hereunder (including any claim for indemnification hereunder). In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees and expenses from the Escrowed Escrow Property and may sell, convey or otherwise dispose of any Escrowed Escrow Property for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Escrowed Escrow Property an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.

Appears in 1 contract

Samples: Escrow Agreement (Wmi Holdings Corp.)

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Security and Offset. The Company Interested Parties hereby grants grant to the Escrow Agent a first lien upon, and right of offset against, the Escrowed Escrow Property with respect to any fees or expenses due to the Escrow Agent hereunder (including any claim for indemnification hereunder). In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees and expenses from the Escrowed Escrow Property and may sell, convey or otherwise dispose of any Escrowed Escrow Property for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Escrowed Escrow Property an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hill International, Inc.)

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