Establishment of Escrow; Appointment of Escrow Agent Clause Samples

The 'Establishment of Escrow; Appointment of Escrow Agent' clause defines the process by which an escrow account is created and an escrow agent is formally designated to manage it. Typically, this clause outlines the responsibilities of the escrow agent, the conditions under which funds or assets are deposited into escrow, and the procedures for their release upon fulfillment of specified conditions. By clearly setting out these mechanisms, the clause ensures that both parties have a neutral third party to safeguard assets during a transaction, thereby reducing risk and building trust between the parties involved.
Establishment of Escrow; Appointment of Escrow Agent. (a) On the date of this Agreement, or as agreed to by the Parties, pursuant to Section 2.3(c)(i) of the Purchase Agreement, Purchaser will deliver to the Escrow Agent cash in the amount of $18,000,000 (the “Escrow Property”). The Escrow Agent hereby accepts and agrees to hold the Escrow Property and all dividends, interest and earnings thereon in a separate and distinct account (the “Escrow Account”) on behalf of the Parties pursuant to the provisions of this Agreement. (b) The Parties appoint the Escrow Agent as their agent solely for the purposes of holding, investing, administering, safeguarding and disbursing the Escrow Property pursuant to the provisions of this Agreement. The Escrow Agent, by executing this Agreement, acknowledges it will receive the Escrow Property and deposit the Escrow Property in the Escrow Account, accepts the appointment as the Escrow Agent and agrees to receive, hold, invest, administer, safeguard and disburse all of the Escrow Property, in each case, in accordance with the provisions of this Agreement.
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Establishment of Escrow; Appointment of Escrow Agent. The parties hereby appoint the law firm of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. as "Escrow Agent", which firm shall also act as Escrow Agent in the transactions with other Program Participants. The duties and responsibilities of the Escrow Agent shall be as set forth in the Escrow Agreement attached as Exhibit "C". In accordance with the Escrow Agreement, the parties hereto agree to the following procedure: (i) Within ten (10) days after the execution of this Agreement Seller shall deliver to Escrow Agent the Escrow Agreement executed by Seller and executed Interest Conveyance Document(s) in the form(s) attached hereto as Exhibit "D". (ii) Five (5) days prior to the Closing Date, Purchaser shall deliver to Escrow Agent a statement prepared by Purchaser, which statement shall be subjected to procedures to be preformed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P. (the "Accountants") as specified by Purchaser, which sets forth the adjustment to the Base Purchase Price necessary to confirm or adjust the Purchase Price and a confirmation of the allocation of consideration among Program Participants accordance with the provisions of Section 9. (iii) Five (5) days prior to the Closing Date, Purchaser shall cause to be delivered to Escrow Agent a letter from the Transfer Agent setting out the Purchaser Stock to be issued to the Program Participants that are selling part or all of their respective Program Interests for Purchaser Stock. (iv) Upon receipt of a certificate from Purchaser that all conditions to Closing have been satisfied, and the receipt of a wire transfer in the amount of the Purchase Price, Escrow Agent shall release to Purchaser the Interest Conveyance Document(s).
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Establishment of Escrow; Appointment of Escrow Agent. (a) The Parties hereby appoint, as the Escrow Agent, the following (the “Escrow Agent”): ▇▇▇▇▇ & SCHLOSS LLP ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. Phone: ▇▇▇.▇▇▇.▇▇▇▇ Fax: ▇▇▇.▇▇▇.▇▇▇▇ The Parties agree to establish an Escrow Account to be monitored and maintained by the Escrow Agent who will be instructed to provide for the distribution of the Collateral, the dividends generated by the Fund, and the collateral documents (hereafter collectively referred to as “Escrow Property”) as provided for in this Agreement. The Parties further acknowledge that the Escrow Agent has in the past represented ASCOT, and desires to continue in the future to represent ASCOT, as its attorney in various legal matters. (b) Distribution of the Collateral and Escrow Property shall be in accordance with the instructions set forth in this Agreement. The Escrow Agent, by its execution and delivery of this Agreement, hereby agrees to receive the Collateral, accept its appointment as Escrow Agent to hold the Collateral in escrow, and agrees to deliver the Escrow Property out of escrow, all upon the terms, provisions, and conditions hereof. The Escrow Property shall remain the property of ASCOT, INFN and FR respectively until such time as the conditions of Section 2 are waived or satisfied in full and shall not be subject to any lien or charges by Escrow Agent or judgments or creditors claims against the Parties until released in the manner hereinafter provided, unless ASCOT defaults with respect to the conditions set forth in Section 2.
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Establishment of Escrow; Appointment of Escrow Agent. (a) HUB hereby establishes an escrow account for the benefit of Consultant (the "ESCROW") to provide for the payment, which is scheduled to become payable to Consultant under the Resignation Agreement on January 2, 2001, of $800,000 plus the net earnings, if any, on the Escrow Fund (the "SCHEDULED PAYMENT"). HUB has delivered EIGHT HUNDRED THOUSAND U.S. DOLLARS ($800,000.00) to the Escrow Agent, to be held by the Escrow Agent pursuant to the terms and conditions of this Escrow Agreement. Such amount, plus all earnings thereon, and minus any distributions or losses on investments, are referred to herein as the "ESCROW" or the "ESCROW FUND".
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Related to Establishment of Escrow; Appointment of Escrow Agent

  • Appointment of Escrow Agent The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

  • Establishment of Escrow (a) Contemporaneously with the Closing, HoldCo shall cause the Company to deposit the Bonus Escrow Deposit with the Escrow Agent and the Investors and the Major Stockholder shall cause the General Escrow Deposit to be deposited with the Escrow Agent into separate accounts, and the Escrow Agent shall promptly acknowledge receipt of any funds so deposited. The Bonus Escrow Deposit, together with all interest, dividends and other income earned with respect thereto, shall be referred to herein as the “Bonus Escrow Fund.” The General Escrow Deposit, together with all interest, dividends and other income earned with respect thereto, shall be referred to herein as the “General Escrow Fund.” The Escrow Agent agrees to administer the disposition of each of the Bonus Escrow Fund and the General Escrow Fund in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall each be segregated on the books and records of the Escrow Agent from each other and from the other assets of the Escrow Agent, the Bonus Escrow Fund shall be held by the Escrow Agent for the benefit of the Participants under the Company Retention Bonus Plan, a copy of which is attached hereto as Exhibit A (the “Plan”), provided however that the Participants shall not be, and shall not have any rights as, third-party beneficiaries of this Escrow Agreement and the Escrow Agent shall have no liability of any kind whatsoever to the Participants, and the General Escrow Fund shall be held by the Escrow Agent for the benefit of the Investors and the Major Stockholder in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall each be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Escrow Agreement. The Escrow Parties acknowledge that the sums held in escrow hereunder may be reduced from time to time during the term hereof pursuant to the terms of this Agreement. Accordingly, the terms “Bonus Escrow Fund” and “General Escrow Fund” shall refer both to the Bonus Escrow Deposit and the General Escrow Deposit, respectively, and to such lesser amounts as may be held pursuant hereto at any point during the term hereof.

  • Establishment of Escrow Account Prior to the Issuer initiating the Offering, and prior to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with applicable banking and securities regulations. Escrow Agent shall be the sole administrator of the Escrow Account.

  • Duties of Escrow Agent Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement and the Escrow Agent shall not be subject to, nor obligated to recognize, any other agreements between the Corporation, Underwriter and any Subscriber. (b) The duties of the Escrow Agent are only such as are herein specifically provided and such duties are purely ministerial in nature. The Escrow Agent's primary duty shall be to keep custody of and safeguard the Escrow Fund during the period of the escrow, to invest monies held in the Escrow Fund in accordance with Section 2 hereof and to make disbursements from the Escrow Fund in accordance with Section 4 hereof. (c) The Escrow Agent shall be under no obligations in respect of the Escrow Fund other than to faithfully follow the instructions herein contained or delivered to the Escrow Agent in accordance with this Escrow Agreement. The Escrow Agent may rely and act upon any written notice, instruction, direction, request, waiver, consent, receipt or other paper or document which it in good faith believes to be genuine and what it purports to be and the Escrow Agent shall be subject to no liability with respect to the form, execution or validity thereof. If, in the opinion of the Escrow Agent, the instructions it receives are ambiguous, uncertain or in conflict with any previous instructions or this Escrow Agreement, then the Escrow Agent is authorized to hold and preserve intact the Escrow Fund pending the settlement of any such controversy by final adjudication of a court or courts of proper jurisdiction. (d) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything which it may in good faith do or refrain from doing in connection herewith, unless caused by its willful misconduct or gross negligence. The Corporation shall indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its acceptance of the appointment as Escrow Agent hereunder or the performance of its duties hereunder, unless the Escrow Agent is determined to have committed an intentional wrongful act or to have been grossly negligent with respect to its duties under this Escrow Agreement. (e) The Escrow Agent shall return to the Corporation any sums delivered to the Escrow Agent pursuant to this Escrow Agreement for which the Escrow Agent has not received release instructions pursuant to Section 4 hereof, and as to which four years have passed since delivery. (f) The Escrow Agent may consult with, and obtain advice from, legal counsel (which may not be counsel to the Corporation) in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability in acting in good faith in accordance with the written opinion and instructions of such counsel. The fees for consultation with such counsel shall be paid by the Corporation. (g) Reference in this Escrow Agreement to the Registration Statement is for identification purposes only, and its terms and conditions are not thereby incorporated herein.

  • Resignation and Removal of Escrow Agent Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.