The Escrow Documents Clause Samples
The Escrow Documents. Subject to the Escrow Agent having possession of the relevant Transfer Document(s), as soon as reasonably practicable upon the receipt by the Escrow Agent of a Document Transfer Notice, or if later the date specified in the Document Transfer Notice, the Escrow Agent shall arrange for the Transfer Document(s) specified in the Document Transfer Notice to be delivered to Party A and/or Party B as specified in the Document Transfer Notice. In arranging for the delivery of the Transfer Document(s) the Escrow Agent’s sole responsibility shall be to hand the Transfer Document(s), properly addressed in accordance with the Document Transfer Notice, to a reputable courier (or, if specified in the Document Transfer Notice, to the courier so specified) and the Escrow Agent shall incur no liability to any person should the Transfer Document(s) subsequently not be received by the relevant party. The costs of the courier shall be for the account of [Party A/Party B/the party supplying the courier]. As soon as is reasonably practicable after handing the Transfer Document(s) to the courier the Escrow Agent shall notify Party A and Party B thereof. Save as expressly permitted hereunder, no other deliveries Escrow Documents shall be made unless all Parties agree otherwise. [Party A/Party B] shall be liable to the Escrow Agent for the payment of remuneration to it for its services hereunder as set out in the Fee Letter and for the Escrow Agent’s costs and expenses all as additionally provided for in the Standard Conditions.
The Escrow Documents a. Pursuant to Section 3.3(a)(v) of the Stock Purchase Agreement, Sellers have delivered to Escrow Agent, and the Escrow Agent hereby acknowledges receipt of, the following (collectively "Sellers' Documents") to be held in escrow in accordance with the terms of this Agreement:
(i) Certificate No. 16 representing 450 shares of common stock of Georgia Electric Company, a Georgia corporation ("Georgia Electric"), issued in the name of Traffic Management Group, Inc. (such shares, together with all dividends and other amounts from time to time held by the Escrow Agent under this Agreement, being referred to below as the "Escrow Shares");
(ii) The Stock Purchase Agreement, duly executed by Sellers and Georgia Electric, together with all Schedules and Exhibits thereto as provided therein;
(iii) An Employment Agreement between Georgia Electric and ▇▇▇▇▇ ▇. ▇▇▇▇, duly executed by ▇▇▇▇▇ ▇. ▇▇▇▇;
(iv) An Employment Agreement between Transportation Safety Contractors, Inc., a Florida corporation ("TSC"), and J. ▇▇▇▇▇ ▇▇▇▇, duly executed by J. ▇▇▇▇▇ ▇▇▇▇;
(v) Such other documents, instruments, and certificates as may Buyer may have requested in accordance with the Stock Purchase Agreement and listed on Appendix A hereto.
b. Pursuant to Section 3.3(b)(iii) of the Stock Purchase Agreement, Buyers have delivered to Escrow Agent, and the Escrow Agent hereby acknowledges receipt of a "Funding Deposit" in the amount of $100,000, the following (collectively, "Buyers' Documents") to be held in escrow in accordance with the terms of this Agreement:
(i) The Stock Purchase Agreement, duly executed by Buyers, together with all Schedules and Exhibits thereto as provided therein;
(ii) An Employment Agreement between Georgia Electric, a Florida corporation and ▇▇▇▇▇ ▇. ▇▇▇▇, duly executed by Georgia Electric;
(iii) An Employment Agreement between TSC and J. ▇▇▇▇▇ ▇▇▇▇, duly executed by TSC;
(iv) Such other documents, instruments, and certificates as may Sellers may have requested in accordance with the Stock Purchase Agreement and listed on Appendix B hereto.
c. Certificates of the respective corporate secretaries of Buyers shall be delivered to the Escrow Agent on or before the Funding Date.