Examples of Cowen LLC in a sentence
The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by SGASH or Cowen LLC to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank.
If at any time prior to the Termination Date (as hereinafter defined), SGASH reasonably determines in good faith, in accordance with the Indemnification Agreement and Separation Agreement, that a Contingent Liability is to be paid or if there is any judgment or settlement requiring payment that has not been made by SG or SGASH, SGASH shall provide prompt written notice of such payment to the Escrow Agent and Cowen LLC (a “Notice of Claim”).
Cowen LLC will deliver the Initial Escrow Amount to the Escrow Agent to establish the Escrow Fund upon execution of this Agreement.
Within ten (10) Business Days following the last day of each calendar month (each a “Month End”) during the term of this Agreement, the Escrow Agent shall provide to SGASH and Cowen LLC, at no additional cost, a statement reflecting the dollar amount of the Escrow Fund, including all income accrued thereon which has not been distributed, as at the applicable Month End.
Any amount distributed to SGASH or Cowen LLC pursuant to this Agreement shall be paid in U.S. Dollars.
The Parties hereby agree that notwithstanding the terms of the Separation Agreement or any other Ancillary Agreement, solely for United States federal income tax purposes (a) the Escrow Fund shall be treated as funded by a distribution of the Initial Escrow Amount from Cowen LLC to SGASH prior to the Separation followed by a contribution of such amount to the Escrow Fund by SGASH and (b) SGASH shall be treated as the owner of the Escrow Fund assets.
Unless otherwise instructed by the party to whom funds are to be released, the Escrow Agent shall liquidate assets in the Escrow Fund to the extent that sufficient cash is not available in the Escrow Fund at the time any such distribution is to be made and shall pay the proceeds thereof to SGASH or Cowen LLC, as applicable, in accordance with this Section 3(h).
Unless otherwise instructed by the party to whom funds are to be released, any distribution from the Escrow Fund to SGASH or Cowen LLC shall be paid by wire transfer of immediately available funds to the account and in accordance with the wire transfer instructions designated for such party on Schedule III attached hereto or to such other account as SGASH or Cowen LLC, as applicable, may designate in writing.
With respect to any annual bonus that Cowen Employees may merit under the SG Annual Bonus Plan, for the period commencing January 1, 2006 and ending on the IPO Date, Cowen LLC shall accrue and record liabilities to reflect such in accordance with the methodology used in the first quarter of calendar year 2006, as reflected in the combined statements of financial condition of Xxxxx Inc.
Unless the Parties agree otherwise (including but not limited to the Parties’ agreement in Section 4.01 regarding insurance matters), any agreement to which SG, Xxxxx Inc., Cowen LLC or any of their respective Subsidiaries is a party prior to the Separation Date that inures to the benefit or burden of each of the SG Business and the Cowen Business (a “Mixed Contract”) shall be assigned in part to Xxxxx Inc.