Deposits with Escrow Agent Sample Clauses

Deposits with Escrow Agent. Escrow Agent will establish and maintain an escrow account (which, together with all funds delivered to Escrow Agent by and on behalf of Seller or GCI and earnings thereon, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, GCI shall deliver on behalf of Seller to Escrow Agent cash in the amount of Seventy-Five Thousand and no/100 Dollars ($75,000) ("Seller's Escrow Cash"). Upon execution hereof, GCI will cause delivery to Escrow Agent of cash in the amount of Seventy-Five Thousand and no/100 Dollars ($75,000) ("GCI Escrow Cash"). Escrow Agent will hold and disburse the Escrow Fund in accordance with this Agreement.
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Deposits with Escrow Agent. Pursuant to the Escrow Agreement attached hereto as Exhibit E (the “Escrow Agreement”), Purchaser and the Stockholder Representative (on behalf of the Company Securityholders) shall on the Closing Date appoint Delaware Trust Company as the escrow agent (in such capacity, the “Escrow Agent”) to hold the Adjustment Escrow Amount and the Indemnification Escrow Amount in two segregated accounts. At the Closing, Purchaser shall deposit with the Escrow Agent (a) a portion of the Estimated Merger Consideration equal to $2,830,000 (the “Indemnification Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Indemnification Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration in favor of the Purchaser Indemnified Persons pursuant to the indemnification obligations of the Company Securityholders set forth in Article X, (ii) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, and (iii) any Pre-Closing Tax Liability, to the extent that any such payment described in clause (ii) or (iii) is due and such payment exceeds the amount held in the Adjustment Escrow Account at such time, and (b) a portion of the Estimated Merger Consideration equal to $3,500,000 (the “Adjustment Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Adjustment Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, (ii) the costs and expenses described in Section 7.4(a)(ii), and (iii) any Pre-Closing Tax Liability.
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Deposits with Escrow Agent. On or prior to the date of this Agreement, A. the Company shall deposit with the Escrow Agent a duly authorized and executed stock certificate in the name of DataSafe representing the Maximum Shares, and B. DataSafe shall deposit with the Escrow Agent the originals and all copies in DataSafe's possession, custody and control of Exhibits 1 through 28 (the "Exhibits") listed by DataSafe in the Initial Pretrial Report filed with the court. Until this Agreement is terminated in accordance with Section 4B. hereof, DataSafe shall be and is hereby deemed the owner of the Maximum Shares with all attendant voting rights and privileges ("Ownership Rights").
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Deposits with Escrow Agent. Within five (5) Business Days after the Closing Date, Acquiror shall cause to be deposited with the Escrow Agent a certificate representing the Acquiror Escrow Common Shares (collectively, the “Escrow Stock”) registered in the name of Computershare Trust Company, N.A., as nominee of the Escrow Agent. The Escrow Stock shall constitute exclusive security for the indemnification obligations of such Company Stockholders pursuant to Article VI (except as to Fundamental Claims and IP/EB Claims as therein provided), and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. Each Company Stockholder will have all rights with respect to the Escrow Stock attributable to such Company Stockholder (including, without limitation, the right to vote such shares and the right to be paid cash or stock dividends with respect such shares, provided, however, that any such stock dividends, if any, shall remain in and become part of the Escrow Fund), except (i) the right of possession thereof and (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein.
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Deposits with Escrow Agent. Escrow Agent will establish and maintain an escrow account (which, together with all instruments and securities delivered to Escrow Agent by and on behalf of Seller or GCI, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, GCI shall deliver on behalf of Seller to Escrow Agent Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("Seller's Escrow Notes"). Upon execution hereof, GCI will cause delivery to Escrow Agent of Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("GCI Escrow Notes"). Escrow Agent will hold and disburse the Escrow Fund in accordance with this Agreement.
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Deposits with Escrow Agent. Immediately upon receipt thereof, the Partnership shall deposit with the Escrow Agent all Distributions (as defined in the Partnership's Amended Agreement of Limited Partnership dated as of January 1, 1993) which ICN would otherwise be entitled to receive from the Partnership, less the amount estimated by the Shareholders to be necessary to be paid in dividends to the Shareholders in order to meet the Shareholders' income tax liabilities with respect to earnings of ICN being attributed to the Shareholders as a result of ICN's election to be treated as a Subchapter S Corporation including without limitation interest on funds deposited with the Escrow Agent (the "Tax Amount") for the year during which the applicable deposit is being made, and ICN shall deposit with the Escrow Agent all amounts which it is entitled to receive from the sale of any portion of its interest in the Partnership.
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Deposits with Escrow Agent. Escrow Agent will -------------------------- establish and maintain an escrow account (which, together with all funds, instruments and securities delivered to Escrow Agent by and on behalf of Sellers or GCI, and all earnings thereon, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, Sellers will cause delivery to Escrow Agent the aggregate amount of Five Hundred Thirty-Eight Thousand (538,000) shares of Class A common stock, no par value ("GCI Class A Stock"), of GCI ("Sellers' Escrow Shares"). Upon execution hereof, GCI will cause delivery to Escrow Agent Five Hundred Thirty-Eight Thousand (538,000) shares of GCI Class A Stock (the "GCI Escrow Shares"). The Transaction Parties agree that the value of a share of GCI Class A Stock for purposes of this Agreement is Six and 50/100 Dollars ($6.50) ("GCI Share Price").
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Deposits with Escrow Agent 
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Related to Deposits with Escrow Agent

  • Deposits into Escrow Account (a) Issuer Party shall direct Subscribers to, and Subscribers shall, directly deliver to NCPS all Cash Investment Instruments for deposit in the Escrow Account. Each such direction shall be accompanied by a Subscription Accounting. ALL FUNDS DEPOSITED INTO THE ESCROW ACCOUNT PURSUANT TO THIS SECTION 3 SHALL REMAIN THE PROPERTY OF EACH SUBSCRIBER ACCORDING TO SUCH SUBSCRIBER’S INTEREST AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER PARTY UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a). ISSUER PARTY SHALL NOT RECEIVE CASH INVESTMENT INSTRUMENTS DIRECTLY FROM SUBSCRIBERS. (b) Issuer Party understands and agrees that all Cash Investment Instruments received by NCPS pursuant to this Agreement are subject to collection requirements of presentment, clearing and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. NCPS shall process each Cash Investment Instrument for collection promptly upon receipt, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Issuer Party of such dishonor and, if applicable, to promptly return such Cash Investment Instrument to Subscriber. Notwithstanding, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer Party shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof, including, without limitation, any fees or expenses with respect thereto, which NCPS may collect from Issuer Party pursuant to Section 10. (c) Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS’s sole obligation shall be to notify Issuer Party, depending upon the source of the of the Cash Investment Instrument, of such fact and to pay to Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument upon receipt from Subscriber of any required payment instructions; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not properly made payable or endorsed as set forth in Section 1(d). (e) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such return to Subscriber as outlined in this Section 3, including, without limitation, updated payment information in the event a return to Subscriber for any reason cannot be made by the same method as received by NCPS. (f) In the event any party other than NCPS receives a Cash Investment Instrument, Issuer Party agrees to promptly, and in no event later than one Business Day after receipt, deliver or cause to be delivered such Cash Investment Instrument to NCPS for deposit into the Escrow Account.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all Escrow Amounts for collection through the banking system, shall hold such funds, and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified Subscription Agreement and/or offering documents, provide Escrow Agent with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions. Funds Hold — clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows: * Wires — 24 hours after receipt of funds * Checks — 10 days after deposit * ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds. For risk reduction and protection, in making an effort to provide flexibility to Issuer, the Escrow Agent shall at its discretion post funds as cleared starting 10 calendar days after receipt. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled for whatever reason pursuant to Federal regulations. Notwithstanding the foregoing, cleared funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices.

  • Deposits into Escrow a. All Investments shall be delivered directly to the Escrow Agent for deposit into the Escrow Account described on Exhibit A hereto. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4. Each such deposit shall be accompanied by the following documents: (1) a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes; (2) a Subscription Accounting; and (3) instructions regarding the investment of such deposited funds in accordance with Section 6 hereof. ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF. b. The parties hereto understand and agree that all Investments received by Escrow Agent hereunder are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt, Escrow Agent shall process each Investment for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Investment is dishonored, Escrow Agent’s sole obligation shall be to notify the parties hereto of such dishonor and to promptly return such Investment to the applicable investor. Upon receipt of any Investment that represents payment of an amount less than or greater than the Subscriber’s initial proposed Investment, Escrow Agent's sole obligation shall be to notify the parties hereto of such fact and to promptly return such Investment to the applicable investor.

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Escrow Accounts An account maintained in Finland established in connection with any of the following: 1. A court order or judgment. 2. A sale, exchange, or lease of real or personal property, provided that the account satisfies the following requirements: a) The account is funded solely with a down payment, ▇▇▇▇▇▇▇ money, deposit in an amount appropriate to secure an obligation directly related to the transaction, or a similar payment, or is funded with a financial asset that is deposited in the account in connection with the sale, exchange, or lease of the property; b) The account is established and used solely to secure the obligation of the purchaser to pay the purchase price for the property, the seller to pay any contingent liability, or the lessor or lessee to pay for any damages relating to the leased property as agreed under the lease; c) The assets of the account, including the income earned thereon, will be paid or otherwise distributed for the benefit of the purchaser, seller, lessor, or lessee (including to satisfy such person’s obligation) when the property is sold, exchanged, or surrendered, or the lease terminates; d) The account is not a margin or similar account established in connection with a sale or exchange of a financial asset; and e) The account is not associated with a credit card account. 3. An obligation of a Financial Institution servicing a loan secured by real property to set aside a portion of a payment solely to facilitate the payment of taxes or insurance related to the real property at a later time. 4. An obligation of a Financial Institution solely to facilitate the payment of taxes at a later time.