Security Escrow Sample Clauses

Security Escrow. On the Closing Date, ten percent (10%) of the Merger Consideration and ten percent (10%) of the amount to be paid to the Noteholders pursuant to Section 5.13 hereof shall be escrowed (the "Escrow") with an independent third party of BRC's choosing (the "Escrow Agent") to secure and satisfy BRC's right to indemnification hereunder. The Escrow shall be governed by the Escrow Agreement in form and substance reasonably satisfactory to BRC and the Company. The Escrow Agreement shall provide, among other things, that subject to any claim by BRC for indemnity hereunder, the Escrow shall remain in effect until the earlier of (1) the first anniversary of the Effective Date or (2) the completion of the next regularly scheduled audited financial statement for the Surviving Corporation. In the event that at any time prior to termination of the Escrow, BRC shall reasonably determine itself entitled to indemnification hereunder, BRC shall deliver notice to the Escrow Agent of the aggregate value of its claims for indemnity and the Escrow Agent shall retain in the Escrow that number of shares of BRC Common Stock equal to the aggregate amount of such claims divided by the MP (as defined in Section 2(b)). From time to time, upon submission to the Escrow Agent of a final judgment or other evidence of the fixing or determination of an amount giving rise to indemnity hereunder, the Escrow Agent shall distribute to BRC from the Escrow that number of shares of BRC Common Stock having an aggregate value, based upon the MP, equal to such claim. For all purposes hereunder, the amount held in the Escrow with respect to the Merger Consideration and payments to Noteholders under Section 5.13, shall be considered a single fund for satisfying claims of indemnity by BRC. Notwithstanding any other provision hereof to the contrary, BRC's right to indemnification hereunder shall be limited to the shares of BRC Common Stock held in the Escrow. Upon termination of the Escrow, the remaining shares of BRC Common Stock held therein shall be distributed pro rata to the record holders of the Company Common Stock and the Noteholders, treating all such parties as a single class, pro rata. For such purposes, the Shareholder Notes shall have a value equal to the outstanding principal and accrued but unpaid interest thereon as of the Effective Time and shares of the Company Common Stock outstanding as of the Effective Time shall be valued in accordance with the following formula: Value Per Share = ($4...
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Security Escrow. (a) At the Closing, the Company, Purchaser and such financial institution as shall have been agreed by the parties prior to the Closing Date (together with any successor jointly appointed by the Company and Purchaser, the "Security Escrow Agent") shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit D to the Gannett Purchase Agreement, with such adjustments and revisions necessary to reflect the provision of this Agreement (the "Security Escrow Agreement"). From and after the Closing, the Security Escrow Agent shall act as escrow agent, pursuant to the Security Escrow Agreement, in effecting the payment of the amounts held in the escrow account (the "Security Escrow") under the Security Escrow Agreement.
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Security Escrow. (a) Lessee agrees that it will deposit into an escrow account (the “Escrow Account”) in the manner hereinafter provided $500 for each Unit installed at each Travel Center, as hereinafter provided, during the period commencing with the date of the Lease and will continue until such time that the total amount deposited into the Escrow Account equals $2,000,000. The Escrow Account will be funded out of gross revenues at the Travel Center where each Unit is installed at the rate of $10 per month, per Unit (gross revenues permitting), commencing on the date Lease Consideration becomes payable to Landlord under Section [3] of the Lease, and continuing until $500 per installed unit has been escrowed, or until the total of the Escrow Account equals $2,000,000.
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Security Escrow. (a) At the Closing, the Company, Purchaser and such financial institution as shall have been agreed by the parties prior to the Closing Date (together with any successor jointly appointed by the Company and Purchaser, the "Security Escrow Agent") shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit C hereto (the "Security Escrow Agreement"). From and after the Closing, the Security Escrow Agent shall act as escrow agent, pursuant to the Security Escrow Agreement, in effecting the payment of the amounts held in the escrow account (the "Security Escrow") under the Security Escrow Agreement.
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Related to Security Escrow

  • Lock-Box Accounts, Escrow Accounts Except with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents. Notwithstanding the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.

  • Reserve Account Property (i) The Reserve Account and all proceeds thereof (other than the Investment Earnings thereon) including all cash, investments, investment property and other amounts held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities, Financial Assets or otherwise) and (ii) the Reserve Account Deposit and all proceeds thereof (other than the Investment Earnings thereon).

  • Collateral Accounts Evidence that the Collateral Accounts have been established;

  • Collateral Account Party B shall open and maintain a segregated account, which shall be an Eligible Account, and hold, record and identify all Posted Collateral in such segregated account.

  • Escrow Account The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes:

  • Deposits into Escrow a. All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:

  • Security Deposit Account If applicable law or a Lender requires a segregated account of Tenant security deposits, Property Manager will open a separate account at a reputable bank or other financial institution. Property Manager may return such deposits to any Tenant in the ordinary course of business in accordance with the terms of the applicable Lease.

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

  • DEPOSITS TO THE ESCROW ACCOUNT The Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, and retain therein:

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