The Escrow Account. If the Loan will be disbursed from an Escrow Account, all interest on the Account will be paid to me. If Lender is a depository institution that offers Escrow Accounts, the Account must be with Lender.
The Escrow Account. (a) The parties agrees and represent that (i) the Escrow Account has been established in the name of the Company as recited above, (ii) the Escrow Account is an account as to which Financial Assets (as defined in the Code) are or may be credited and the Escrow Account is a Securities Account (as defined in the Code), and (iii) the Escrow Account has no Financial Assets which are registered in the name of the Company, payable to its order or specifically endorsed to it, which have not been endorsed to the Escrow Agent or in blank.
(b) The Escrow Agent agrees and represents that (i) this Agreement is the valid and legally binding obligation of the Escrow Agent, (ii) except for the claims and interests of the Trustee for the benefit of the Secured Parties and the claims and interests of the Company in the Escrow Account, the Escrow Agent does not know of any claim to or interest in the Escrow Account or in any Financial Asset contained therein, (iii) the Escrow Agent shall, subject to the terms of this Agreement, treat the Company as entitled to exercise the rights that comprise any Financial Asset credited to the Escrow Account and (iv) all property delivered to the Escrow Agent for deposit to the Escrow Account will promptly be credited to the Escrow Account. The Escrow Agent will treat all property held by it in the Escrow Account as Financial Assets under Article 8 of the Uniform Commercial Code of the State of New York (the “Code”), provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions, and any reference to any section of the Code herein shall be a reference to such section as it is modified and amended from time to time and to any successor section.
The Escrow Account all funds from time to time held in the Escrow Account, including, without limitation, the Escrow Proceeds and all certificates and instruments, if any, from time to time, representing or evidencing the Escrow Account or the Escrow Proceeds;
The Escrow Account. 2.1 The Transaction Parties hereby designate and appoint the Escrow Agent to serve in accordance with the terms of this Deed, and the Escrow Agent agrees to act as such upon the terms of this Deed.
2.2 Immediately following the execution of this Deed, the Escrow Agent shall instruct the Escrow Bank to open the Escrow Account in the joint names of the Transaction Parties and shall notify the Transaction Parties of the name of the Escrow Account, the name, address and sort code of the bank where the Escrow Account is held, and the number of the Escrow Account as soon as is reasonably practicable after the opening of the Escrow Account.
2.3 The Buyer shall transfer the Escrow Payment into the Client Account. The Escrow Agent will then transfer the Escrow Payment to the Escrow Account (and all interest which has accrued while the Escrow Payment has been in the Client Account of the Escrow Agent) within [five (5)] Working Days of the date on which the Escrow Account has been opened by the Escrow Bank.
2.4 The Escrow Agent shall furnish statements of account of the Escrow Account to the Transaction Parties on the following Working Day each time any sums (excluding payment by the Escrow Bank of interest earned on the Escrow Amount) are deposited into the Escrow Account pursuant to clause 2.3 or withdrawn from the Escrow Account pursuant to clause 3.1.
2.5 The Escrow Agent shall hold the Escrow Amount on trust for the Transaction Parties to apply the same in accordance with the provisions of this Deed.
The Escrow Account. The Escrow Agent shall establish and maintain an escrow account titled as the Lidoderm Settlement Fund (the “Escrow Account”). Teikoku shall pay the Teikoku Settlement Amount, Xxxxxx shall pay the Xxxxxx Settlement Amount, and Endo shall pay the Endo Settlement Amount into the Escrow Account as provided in their respective Settlement Agreements. Escrow Agent shall receive the Settlement Amount into the Escrow Account; the Settlement Amount and all interest accrued thereon shall be referred to herein as the “Settlement Fund.” The Settlement Fund shall be held and invested on the terms and subject to the limitations set forth herein, and shall be released by Escrow Agent in accordance with the terms and conditions hereinafter set forth and set forth in the Settlement Agreements and in orders of the Court approving the disbursement of the Settlement Fund.
The Escrow Account. If the Loan will be disbursed from an Escrow Account, all interest earned on the Loan amount in escrow will be paid to me, once all costs of maintaining the account have been paid in full.
The Escrow Account. The Escrow Agent shall establish and maintain an escrow account titled as Automobile Antitrust Ford Canada Settlement Fund (the “Escrow Account”) using the taxpayer identification number identified on the IRS-issued Form SS4 attached as Exhibit B of this Escrow Agreement. Pursuant to the Xxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx will cause the Settlement Amount to be deposited into the Escrow Account within twenty (20) Business Days of the entry of Preliminary Approval order as otherwise outlined in ¶ 14 of the Settlement Agreement. The Settlement Fund shall be held and invested on the terms and subject to the limitations set forth herein, and shall be released by the Escrow Agent in accordance with the terms and conditions herein and set forth in the Settlement Agreement and in any order of the Court that may be required pursuant to the Settlement Agreement.
The Escrow Account. The Escrow Agent shall establish and maintain an escrow account titled as Doryx Direct Purchaser Antitrust Litigation Settlement Fund (Account Number 1087193959) (the “Escrow Account”). Pursuant to Paragraph 6 of the Settlement Agreement, the Defendants shall cause the Settlement Payment to be deposited into the Escrow Account within thirty (30) days of the latter of the entry of the Preliminary Approval Order pursuant to Paragraph 3 of the Settlement Agreement or receipt of wire transfer instructions from Co-Lead Class Counsel. Escrow Agent shall receive the Settlement Payment from the Defendants and deposit such funds into the Escrow Account. The Settlement Payment and all interest accrued thereon shall be referred to herein as the “Settlement Fund.” T he Settlement Fund shall be held and invested on the terms and subject to the limitations set forth herein, and shall be released by Escrow Agent in accordance with the terms and conditions set forth in this Escrow Agreement, in the Settlement Agreement, and in orders of the Court approving the disbursement of the Settlement Fund.
The Escrow Account. (a) On the Closing Date, Parent shall issue and deliver to the Escrow Agent (i) a certificate in the name of "Imperial Bank," as the Escrow Agent, evidencing the Escrow Shares, and (ii) a bank check in an amount representing the Escrow Cash. The Escrow Agent shall acknowledge receipt of such certificate and bank check in writing to Parent and the Shareholder Representative.
(b) From time to time after the Closing, as if and when Additional Cash Consideration (if any) is generated, Parent shall issue and deliver to the Escrow Agent a bank check in an amount representing the Additional Cash Consideration to be distributed to the Escrow Agent pursuant to Section 2.4(a) of the Merger Agreement.
(c) The Escrow Agent agrees to accept delivery of the Escrow Fund to hold it in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement and the Merger Agreement; however, except for reference thereto for definitions of certain words or terms not defined herein, the Escrow Agent is not charged with any duties or responsibilities with respect to the Merger Agreement and shall not otherwise be concerned with the terms thereof. The Escrow Account shall be a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement. Concurrently with delivery of the Escrow Shares to the Escrow Agent, Parent shall notify the Escrow Agent of the Closing Date and the date of issuance of the first independent audit report after the Effective Time covering the consolidated results of Parent and the Surviving Corporation.
The Escrow Account. The Escrow Agent shall establish, maintain, and receive and disburse funds from one or more escrow accounts titled as the Class Settlement Cash Escrow Account(s) at financial institutions (the “Custodian Banks”), into which the Total Cash Payment Amount shall be deposited subject to and in accordance with the terms of the Class Settlement Agreement. The Custodian Banks shall be The Huntington National Bank and U.S. Bank. The Escrow Agent shall provide the Parties with notice of the names and account numbers for those Class Settlement Cash Escrow Account(s), and with monthly account statements or reports that describe all deposits, investments, disbursements, and other activities with respect to funds in those Class Settlement Cash Escrow Account(s). The Class Settlement Cash Escrow Account(s) shall be segregated accounts held and invested on the terms and subject to the limitations set forth herein, and funds or financial assets contained therein shall be invested and disbursed by the Escrow Agent in accordance with the terms and conditions hereinafter set forth and set forth in the Class Settlement Agreement and in orders of the Court approving the disbursement of the funds or financial assets contained therein.
