Escrow; Escrow Agent Sample Clauses

Escrow; Escrow Agent. (a) The Closing Agent shall act as escrow agent (the “Escrow Agent”) in connection with the Vehicle Repair Escrow and the Indemnification Escrow. The amounts in the Vehicle Repair Escrow and the Indemnification Escrow (collectively, the “Escrow Funds”) shall be held in a non-interest bearing Federal Deposit Insurance Corporation trust account separate and distinct from the Escrow Agent’s operating accounts (the “Escrow Account”). (b) The Vehicle Repair Escrow shall be held by the Escrow Agent for ninety (90) days after Closing (the “Vehicle Repair Period”). If during the Vehicle Repair Period, Buyer desires to make a claim for any Material Vehicle Repairs on the Vehicle Repair Schedule, Buyer and the Shareholders’ Representative shall deliver to the Escrow Agent joint written instructions duly executed by the Buyer and the Shareholders’ Representative (the “Joint Written Instructions”) directing the release from the Vehicle Repair Escrow the amounts set forth in the Joint Written Instructions. For clarification, in the event there is a Material Vehicle Repair claim made with respect to a vehicle on the Vehicle Repair Schedule and the repair cost is $7,000, all $7,000 shall be released for such Material Vehicle Repair. For further clarification, the release of the Vehicle Repair Escrow shall not be conditioned upon the Material Vehicle Repair having been completed, but instead an estimate(s) of the Material Vehicle Repair shall be provided by the vendor(s) who shall be performing the Material Vehicle Repair. Within the five (5) days following the end of the Vehicle Repair Period, the Shareholders’ Representative shall request the release of remaining Vehicle Repair Escrow by providing written notice to the Escrow Agent and the Buyer, and the Escrow Agent shall release the amounts then remaining in the Vehicle Repair Escrow to the Shareholders pursuant to wire instructions delivered by the Shareholders’ Representative, provided the Buyer has not objected, in writing, to the release of the Vehicle Repair Escrow during the Vehicle Repair Period, which objection shall identify the basis for such objection and the amount in dispute, and in such event all remaining amounts of the Vehicle Repair Escrow, other than such amounts in dispute, shall be released from the Vehicle Repair Escrow. (c) The Indemnification Escrow shall be held by the Escrow Agent for twelve (12) months after Closing (the “Identification Escrow Period”). If during the Indemnification Escrow Pe...
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Escrow; Escrow Agent. Closing shall be in escrow at the office of ▇▇▇▇▇▇▇▇▇▇ Title Agency, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ – Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ – 440-356-1650 (the “Escrow Agent”) and this Agreement shall serve as escrow instructions subject to such supplementation as Avon and T3 may respectively deem appropriate to the extent consistent with the instructions, terms and conditions of this Agreement.
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Escrow; Escrow Agent. Closing shall be in escrow at the office of the Title Company (the "Escrow Agent") and this Agreement shall serve as escrow instructions subject to such supplementation as the City and Ash may respectively deem appropriate to the extent consistent with the instructions, terms and conditions of this Agreement.
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Related to Escrow; Escrow Agent

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Escrow Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.