Deposit in Trust Sample Clauses
Deposit in Trust. The Company has created a Trust (the "Trust”) for the benefit of the Indemnitee and others (collectively, including Indemnitee, the “Beneficiaries”) in the form of Exhibit A (the “Trust Agreement”). Indemnitee is specifically acknowledged as a third party beneficiary of the Trust Agreement, and therefore, in addition to Indemnitee’s rights under this Agreement and any applicable insurance policy, Indemnitee shall also have the right to receive indemnification from the Trust in accordance with the terms of this Agreement and of the Trust Agreement. The Company agrees to fund and maintain the Trust Fund in accordance with the procedures set forth in Article II of the Trust Agreement and to discharge all its other obligations pursuant to the Trust Agreement.
Deposit in Trust. Miscellaneous. All money, U.S. Government Obligations and Eligible Obligations (including the proceeds thereof) deposited with the Defeasance Trustee pursuant to Section 14(d) in respect of the Securities shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of the Securities and this Agreement, to the payment, either directly or through any Paying Agent as the Defeasance Trustee may determine, to the holders of the Securities, of all sums due and to become due thereon in respect of principal and any interest, but such money need not be segregated from other funds except to the extent required by law. Any money deposited with the Defeasance Trustee for the payment of the principal of or any interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer upon Order and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Defeasance Trustee with respect to such trust money shall thereupon cease. The Issuer shall pay and indemnify the Defeasance Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Eligible Obligations deposited pursuant to Section 14(d) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of the Outstanding Securities. Anything in this Section 14 to the contrary notwithstanding, the Defeasance Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money, U.S. Government Obligations or Eligible Obligations held by it as provided in Section 14(d) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Defeasance Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.
Deposit in Trust. The Deposit payable in accordance with clause 3.2a must be paid to the Vendors’ Solicitors, to be held by them in an interest bearing trust account in the joint names of the Vendors and the Purchaser and applied as follows: a if this Agreement is avoided pursuant to clause 4.4, 10.3 or 12.1, or cancelled by the Purchaser pursuant to clause 13.3, the Deposit and interest thereon (less any applicable withholding taxes and administration fees with respect to any interest thereon) shall immediately be refunded to the Purchaser; b upon Completion or if this Agreement is cancelled by the Vendors pursuant to clause 13.3, the Deposit and interest thereon (less any applicable withholding taxes and administration fees with respect to any interest thereon) shall immediately be paid to the Vendors, and the parties hereby irrevocably authorise the Vendors’ Solicitors to so make the above payments and deductions when necessary.
Deposit in Trust. The Deposit shall be non-refundable to Purchaser unless Seller cannot deliver title in the condition required pursuant to this Agreement and shall be deemed to have been made to Seller by payment thereof to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP (the “Escrow Agent”), and shall be held in trust by the Escrow Agent, in the Escrow Agent’s non-interest bearing IOLA account, maintained at Orange Bank & Trust Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Middletown, New York 10940; or (ii) ten (10) business days after Purchaser shall provide notice to Escrow Agent that Purchaser is entitled to a refund thereof and the basis therefor, then, provided Seller shall not have notified Escrow Agent within said ten (10) business days that it disputes Purchaser’s claims, Escrow Agent shall deliver the Deposit, to Purchaser; (iii) ten (10) business days after Escrow Agent shall provide Purchaser a copy of Seller’s notice to the effect that Purchaser has failed to perform its obligations under this Agreement and Sellers are entitled to delivery of the Deposit and setting forth the basis therefore, then, provided Purchaser shall not have notified Escrow Agent within said ten (10) business days that it disputes Sellers’ claims, Escrow Agent shall deliver the Deposit to Seller; (iv) the issuance by a court of competent jurisdiction of a judgment, order or decree directing the delivery of the Deposit in which event the Escrow Agent shall deliver the Deposit in accordance with such judgment, order or decree; (v) receipt by Escrow Agent of a written agreement of Seller and Purchaser directing the disposition of the Deposit, in which event the Escrow Agent shall deliver the Deposit in accordance therewith.