Treatment of Escrow Amount Sample Clauses

Treatment of Escrow Amount. The Cash Escrow Deposit and the Escrow Shares shall be deposited by the Buyer with the Escrow Agent in a segregated account pursuant to the terms of this Escrow Agreement. Such account shall be called the “Global Defense Escrow.” The Escrow Amount shall not be subject to any lien, attachment or trustee process, or any other judicial process by any creditor of any party to this Escrow Agreement. Absent any written investment direction, the Escrow Agent will invest the Cash Escrow Deposit in the BB&T Business Investment Deposit Account, type 169.
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Treatment of Escrow Amount. Until the distribution of the Escrow Amount upon the occurrence of any of the events specified in Section 7 hereof, the Escrow Amount shall be held by the Escrow Agent for the benefit of the Company, and shall be dealt with by the Escrow Agent on the trusts and subject to the terms and conditions of this Agreement.
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Treatment of Escrow Amount. Until the Expiry Date (as defined in Section 4) or as the term may be extended in accordance with Section 4 hereof, the Escrow Amount shall be held by the Escrow Agent for the benefit of the Vendor and the Purchaser jointly and, unless otherwise provided by joint direction in writing of the Vendor and the Purchaser, shall be dealt with by the Escrow Agent subject to the terms and conditions hereinafter provided.
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Treatment of Escrow Amount. Buyer, the Company, and Seller agree for all tax purposes that: (i) the right of Seller to the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (ii) if and to the extent any amount of the Escrow Amount is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Escrow Amount, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code; and (iv) in no event shall the total amount of the Escrow Amount and any interest and earnings earned thereon paid to Seller under this Agreement exceed an amount to be designated by Seller prior to the Closing. Clause (iv) of the immediately preceding sentence is intended to ensure that the right of Seller to the Escrow Amount and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder.
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Treatment of Escrow Amount. For the avoidance of doubt, to the extent that the shortfall described in clause (i)(A) above is (A) greater than the Escrow Xxxxxx, the entire Escrow Amount shall be distributed to the Purchaser and the Seller shall be required to pay to the Purchaser any additional amounts owed in cash, or (B) less than the entire Escrow Amount, the Seller shall be entitled to receive the distribution of the remaining Escrow Amount not disbursed to the Purchaser. If the amount caused by subtracting (1) the Initial Purchase Price less the Escrow Amount from (2) the Purchase Price is positive, but less than the Escrow Amount, then the Purchaser and the Seller shall instruct the Escrow Agent to (I) deliver such difference to the Seller and (II) deliver the remainder of the Escrow Amount to the Purchaser.
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Related to Treatment of Escrow Amount

  • 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 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 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.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • 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.

  • 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.

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Deposit of Escrow Fund The Escrow Agent shall establish an account in the name of Mercantile Absolute Return Fund LLC, Escrow Account for the Benefit of Members (the "Subscription Account") and an account in the name of Mercantile Absolute Return Fund LLC Repurchase Account (the "Repurchase Account") and together with the Subscription Account, (the "Accounts"). The Escrow Agent shall promptly deposit in the Subscription Account checks remitted by Potential Members and made payable to the Company. Potential Members also may deposit monies in the Subscription Account by wire transfer pursuant to instructions provided to them by the Company. Balances on deposit in the Subscription Account will earn interest at prevailing market rates pursuant to arrangements approved by the Company.

  • Investment of Escrowed Funds Upon collection of each check by the Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

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