Substitution of Escrow Assets Sample Clauses

Substitution of Escrow Assets. The Grantor may at any time and ----------------------------- from time to time request the Beneficiary to direct the withdrawal, or order the transfer of, all or part of the Escrow Assets from the Operating Account to the Grantor; provided that (i) either prior to or concurrently with any such transfer or withdrawal the Grantor shall assign, convey, transfer and deliver to the Escrow Agent Qualified Assets which have a Market Value on the date of transfer at least equal to the Market Value of the Escrow Assets requested to be withdrawn or transferred and (ii) after giving effect to such transaction, the Market Value of the Escrow Assets shall not be less than 100% of the Required Reserve. Each such request shall (i) be in writing or by telephone (confirmed in writing promptly thereafter), (ii) identify the specific Escrow Assets (and the amount thereof) to which such request relates and the manner in which and the location where such Escrow Assets should be delivered to the Grantor, (iii) identify the Qualified Assets proposed to be substituted and the Market Value thereof and (iv) provide the Market Value of all Escrow Assets after giving effect to the proposed substitution. If the Beneficiary, in its sole discretion, approves a request from the Grantor pursuant to this Section 3.2, the Beneficiary shall deliver appropriate directions to the Escrow Agent pursuant to Section 3.1 hereof for the withdrawal or transfer of the specified Escrow Assets; provided that the amount of Qualified Assets required by the first sentence of this Section 3.2 are delivered to the Escrow Agent by the Grantor prior to or concurrently with such withdrawal or transfer. The parties hereto agree that, in accordance with this section, AIGRM, as the agent of the Beneficiary, shall have administrative oversight responsibilities with respect to the Escrow Assets. As compensation for these responsibilities, AIGRM, as the agent of the Beneficiary, shall receive an administrative services fee to be paid by the Grantor of 12.5 basis points per annum (payable quarterly in arrears commencing on the date of the execution and delivery of this Escrow Agreement) of the Required Reserve, such Required Reserve to be determined as of the effective date of this Indemnity Agreement Escrow Agreement and at annual intervals thereafter. All investments and substitutions shall be in compliance with the definition of "Qualified Assets". Any loss incurred from any investment pursuant to the terms of thi...
Sample 1
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Substitution of Escrow Assets. The parties acknowledge and agree that (i) the Escrow Shares deposited with the Escrow Agent pursuant to Section 2 of the Escrow Agreement have been cancelled in accordance with the Merger Agreement, (ii) an equal number of shares of RRGB Common Stock have been automatically substituted therefor, and (iii) RRGB shall hereby withhold from delivery to the Escrow Agent that number of shares of RRGB Common Stock necessary to effect the Release, which RRGB shall deliver to each Stockholder in accordance with the Escrow Agreement.
Sample 1

Related to Substitution of Escrow Assets

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

  • Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Limitation of Escrow Agent’s Liability (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.

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