The Escrow definition

The Escrow. Agent shall process all Escrow Amounts for collection through the banking system. Promptly following the deposit of Subscription Funds in the Bank Account, the Escrow Agent shall forward the original Subscription Agreement relating thereto to the Issuer and retain a copy thereof.
Sample 1Sample 2Sample 3
The Escrow. Agent shall distribute the amounts deposited as Escrowed Property promptly upon delivery of and in accordance with (i) a joint written notice of Allegro and the Stockholders' Representative providing instructions therein or (ii) written notice of Allegro and the Stockholders' Representative providing instructions therein and certifying that the dispute with respect to any amount or amounts deposited in the escrow provided for herein has been determined and resolved by entry of a final order, decree or judgment by a court of competent jurisdiction in the State of New York (the time for appeal therefrom having expired and no appeal having been perfected), or consent to entry of any judgment concerning a claim, which notice shall be accompanied by a copy of any such order, decree or judgment certified by the clerk of such court.
Sample 1Sample 2Sample 3
The Escrow. Agent shall distribute the amounts deposited as Escrowed Property (i) promptly upon delivery of and in accordance with a joint written notice of Vizacom and the Stockholders' Representative providing instructions therein, (ii) if the Escrow Agent receives a written notice (a "Unilateral Notice") from Vizacom or the Stockholders' Representative providing instructions to release Escrowed Property, the Escrow Agent shall promptly after receipt of such Unilateral Notice deliver a copy of such Unilateral Notice to the other party. If during the five business day period following delivery to the other party of such copy of the Unilateral Notice, the Escrow Agent has not received from the other party a written objection to such release, then the Escrow Agent shall release such Escrowed Property in accordance with the instructions in the Unilateral Notice to the extent not objected to by the other party. If and to the extent an objection to such release of Escrowed Property has been received by the Escrow Agent from the other party within five business days after delivery of the Unilateral Notice to such other party, distribution of any of the disputed Escrowed Property shall be made only in accordance with clause (i) above or clauses (iii) and (iv) below), (iii) promptly upon delivery of and in accordance with written notice of Vizacom or the Stockholders' Representative providing instructions therein and certifying that the dispute with respect to any Escrowed Property has been determined and resolved by entry of a final non-appealable order, decree or judgment by a court of competent jurisdiction in the State of New York (the time for appeal therefrom having expired and no appeal having been perfected), or consent to entry of any judgment concerning a claim, which notice shall be accompanied by a copy of any such order, decree or judgment certified by the clerk of such court, or (iv) promptly upon delivery of a joint written notice of Vizacom and the Stockholders' Representative that the Stockholders have made a payment to Vizacom (in cash or by promissory note) of a claim for indemnification pursuant to Article VIII of the Merger Agreement, together with proof of such payment, in which case the Escrow Agent shall release to the Stockholders in the amounts directed by the Stockholders' Representative in accordance with the instructions in such joint notice an aggregate number of shares of Escrow Stock held as Escrowed Property as equals the quotient of (i)133% ...
Sample 1

Examples of The Escrow in a sentence

  • The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

  • The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided.

  • The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder.

  • The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

  • The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

  • The Escrow Agent and Issuer will act as soon as reasonably practicable.

  • The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

  • The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

  • The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors.

  • The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement.


More Definitions of The Escrow

The Escrow. Fund shall be held in escrow in the name of the Escrow Agent or its nominee, subject to the terms and conditions set forth herein. Jacqxxxxxx Xxxxxx xx any other designated Seller representative shall serve as the exclusive representative of the Seller with respect to the Escrow Fund and this Agreement (the "Escrow Representative"). Unless otherwise directed by the Escrow Representative and Company, the Escrow Agent shall invest the cash held in the Escrow Fund in any "sweep" fund of the Escrow Agent, U.S. Government obligations, time deposits rated A or above, commercial paper rated A- or above, bank certificates of deposit (up to the maximum insured amount of any such deposit) or repurchase agreements secured by U.S. Government obligations, (individually, an "Investment" and collectively, the "Investments"), and the Escrow Agent shall not be responsible for any loss incurred upon any such investment made in good faith. Unless otherwise directed in writing by the Escrow Representative and the Company, the Escrow Agent shall not invest all or any portion of the Escrow Fund in any Investment if the maturity date of such Investment is later than 30 days from the date of the Investment.
Sample 1
The Escrow. Fund shall be held in escrow by the Escrow Agent in accordance with the provisions of this Agreement.
Sample 1
The Escrow. Fund shall be held in 81 trust and shall not be subject to any lien or attachment of any creditor of any party hereto and shall be used solely for the purposes and subject to the conditions set forth herein. The Escrow Agent shall hold the Escrow Fund in a separate designated interest-bearing account with the Allied Irish Bank in the Escrow Agent's name (the "Escrow Account").
Sample 1

Related to The Escrow

  • The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Professional Fee Escrow means a non-interest-bearing escrow account established and funded pursuant to Article II.C.3.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Escrow Bank has the meaning specified in Section 2.15(c).

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.