Escrow Obligations Sample Clauses

POPULAR SAMPLE Copied 2 times
Escrow Obligations. (a) On or prior to the Termination Date, the Sellers shall use reasonable best efforts to satisfy the condition set forth in Section 6.2(h). For the purposes of this Section 5.7(a), "reasonable best efforts" shall include payment of any and all amounts into the Sellers' escrow accounts maintained in accordance with the Qualifying Statutes, and any other payments required under the Qualifying Statutes, as shall be necessary, as determined by the applicable states or other applicable Governmental Authority, to cause the Sellers to be in compliance with the Qualifying Statutes, including, without limitation, using or directing the use of proceeds from the transactions contemplated hereby for such purpose. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not have any obligation under this Agreement to agree with any MSA States to take any action, or make any commitment, other than with respect to the payment of cash into the Sellers' escrow accounts maintained in accordance with the Qualifying Statutes. (b) The Sellers shall provide to Purchaser, at least two Business Days prior to the Closing Date: (i) their good faith estimate, which shall be based on the Sellers' shipping records of direct sales into the MSA States and shall be in form and substance reasonably satisfactory to Purchaser, of their Escrow Obligations with respect to the number of units of Brand cigarettes tax stamped in each MSA State during the Closing Year prior to and including the Closing Date and (ii) written instructions to Purchaser to direct a portion of the Purchase Price equal to the aggregate amount of such Escrow Obligations into an escrow account established pursuant to an escrow agreement, in the form of Annex P, among the Escrow Agent, the Sellers and Purchaser (the "Post-Closing Escrow Agreement"), which the Sellers and Purchaser each agree to execute and deliver to the other parties hereto on or prior to the Closing Date. The Sellers and Purchaser shall, upon determination of the Sellers' Closing Year Escrow Obligation for each MSA State in accordance with this Section 5.7, cooperate to cause the Escrow Agent to promptly deliver to each MSA State, to the extent of the funds remaining in the escrow account maintained in accordance with the Post-Closing Escrow Agreement, the funds necessary to satisfy the Sellers' Closing Year Escrow Obligation for such MSA State. Purchaser shall cooperate with the Sellers to cause the Escrow Agent promptly to releas...
View SourceView Similar (3)
Escrow Obligations. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement. Escrow Agent may (a) act in reliance upon any writing, instrument or signature which it, in good faith, believes to be genuine;
View Source
Escrow Obligations. In connection with impounded Mortgage Loans, the Owner shall (i) cause all taxes and assessments with respect to which the related tax ▇▇▇▇ is due within thirty (30) days following the related Servicing Transfer Date to be paid prior to such Servicing Transfer Date, and (b) cause all hazard, flood, earthquake, PMI Policy and other insurance premiums that are due on or prior to the thirtieth (30th) day following such Servicing Transfer Date to be paid on or prior to such Servicing Transfer Date. The Owner shall be responsible for any losses including but not limited to tax penalties (including any loss of discount for which any Mortgagor or any third party for the benefit of the Mortgagor has a legal claim) for the current tax due period or for any tax period that ends no more than twelve (12) months earlier than the date of the last paid installment of the Mortgage Loan, as well as for its advances to pay the delinquent taxes themselves in connection with any Mortgage Loan for which the Owner failed to pay taxes as required by this Section 2.30 as the result of an action or inaction of a previous servicer.
View SourceView Similar (6)
Escrow Obligations. In connection with impounded Non-Agency Mortgage Loans, the Owner shall (i) cause all taxes and assessments with respect to which the related tax ▇▇▇▇ is due within thirty (30) days following the related Inbound Transfer Date to be paid prior to such Inbound Transfer Date, and (b) cause all hazard, flood, earthquake, PMI Policy and other insurance premiums that are due on or prior to the thirtieth (30th) day following such Inbound Transfer Date to be paid on or prior to such Inbound Transfer Date. The Owner shall be responsible for any losses including but not limited to tax penalties (including any loss of discount for which any related Mortgagor or any third party for the benefit of the related Mortgagor has a legal claim) for the current tax due period or for any tax period that ends no more than twelve (12) months earlier than the date of the last paid installment of the Non-Agency Mortgage Loan, as well as for its advances to pay the delinquent taxes themselves in connection with any Non-Agency Mortgage Loan for which the Owner failed to pay taxes as required by this Section 4.29 as the result of an action or inaction of a previous servicer.
View SourceView Similar (15)
Escrow Obligations. 32 5.8 Cooperation Regarding Packaging ............................... 35 5.9 Financing ..................................................... 35 5.10 Post-Closing Notification of Product Returns .................. 36 5.11
View SourceView Similar (2)
Escrow Obligations. As of the Launch Date, USAA and ZAG will enter into a source code escrow agreement in the same form as attached hereto as Exhibit I (“Escrow Agreement”) and which provides for Iron Mountain to escrow the source code for the ZAG’s Technology that ZAG has the obligation to provide during the Term of this Agreement (the “Deposit Materials”). USAA shall be responsible for the payment of all fees required to be paid to Iron Mountain Escrow Services to establish and maintain the escrow created under the Escrow Agreement. All Deposit Materials shall be the Confidential Information of ZAG.
View Source
Escrow Obligations. In accordance with the Escrow Agreement, Licensor ------------------ will deposit with the Escrow Agent the relevant Deposit Materials upon Acceptance of each Software. Licensor will also update the Deposit Materials with the Escrow Agent as required pursuant to the Escrow Agreement, which updates will include updated Deposit Materials for all Upgrades provided hereunder. Upon [OMITTED] request, but no more than once per year unless Licensor is not in compliance with its escrow obligations, Licensor will certify in writing its compliance with this Section (13.1) and with the Escrow Agreement, which certification will be signed by an officer of Licensor. Each of the Deposit Materials will be released to [OMITTED] as set forth in this Agreement in accordance with the procedures set forth in the Escrow Agreement upon the occurrence of any of the following events: (i) Licensor fails to provide any services to be provided under this Agreement for a period that exceeds three (3) days, including, but not limited to, with respect to the Software or any hardware provided by Licensor to [OMITTED]; or (ii) any of the conditions described in Section 0 hereof are met. [OMITTED] will solely own all right, title and interest in and to and have the exclusive right to use any modifications to the Software, including the Source Code and any other Deposit Materials made by or for [OMITTED] after the release of the Deposit Materials. For purposes of this Agreement, "Escrow Agent" means the independent third party that has been appointed pursuant to the Escrow Agreement to hold a copy of the Deposit Materials in accordance with the terms and conditions of the Escrow Agreement.
View Source
Escrow Obligations. No later than [***] months after the Effective Date (or the signing of a customer agreement for the Product, if earlier), WeRide shall deposit the following objects (together the “Escrow Objects”) on a commercially available data carrier or electronically with a reputable escrow agent agreed and contracted by the Parties by way of an adequate escrow agreement (“Escrow Agreement”): [***] • The Escrow Objects must be complete and enable an average experienced software developer to understand the Escrow Objects within a reasonable time and Bosch to maintain, support, service and/or further develop the Deliverables. • WeRide shall initially deposit the first version of the Escrow Objects (including the first version delivered to a customer of the WeRide Software Deliverables). In the following, WeRide shall deposit a new, enhanced, updated, upgraded or otherwise modified version of the Escrow Objects without undue delay, at least on [***] basis and additionally, [***]. • After release of the Escrow Objects, WeRide shall ensure that Bosch is fully capable of using the Escrow Objects and conduct a training camp for Bosch associates who will take over the software development, maintenance, support and/or other service from WeRide (e.g. software build and re-train cycles). The License and Collaboration Agreement shall foresee further details (including manner, higher frequency of deposit etc.) which the Parties shall discuss and agree in good faith.
View Source

Related to Escrow Obligations

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.