Maintaining the Escrow Account Clause Samples
The "Maintaining the Escrow Account" clause outlines the responsibilities and procedures for managing an escrow account during a transaction. It typically specifies who will act as the escrow agent, how funds or assets are to be deposited, and the conditions under which the escrowed items may be released. For example, it may require that all payments be made to a designated third party who holds the funds until both parties fulfill their contractual obligations. This clause ensures that assets are securely held and only transferred when agreed-upon conditions are met, thereby protecting both parties and reducing the risk of default or fraud.
Maintaining the Escrow Account. So long as this Agreement is in full force and effect:
(i) subject to the other terms and conditions of this Agreement, all Collateral held by the Escrow Agent pursuant to this Agreement shall be held in the Escrow Account, which shall be subject to the exclusive dominion and control of the Trustee for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Notes;
(ii) the Escrow Account and all Collateral from time to time therein shall remain segregated from all other funds or other property otherwise held by the Trustee or the Escrow Agent, as applicable;
(iii) all amounts (including, without limitation, any Escrow Funds or interest on or other proceeds of the Escrow Funds or any Government Securities held in the Escrow Account) shall remain on deposit in the Escrow Account until withdrawn in accordance with this Agreement; and
(iv) the Escrow Agent shall take all steps necessary to ensure that the Trustee is the holder or entitlement holder (as the case may be) of all of the Collateral and that either the Trustee for the equal and ratable benefit of the Holders of the Notes or, to the extent required by applicable law, the Escrow Agent, for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Notes, is the holder or entitlement holder of all Government Securities and other uncertificated securities on the books of the applicable Federal Reserve Bank or other applicable securities intermediary.
Maintaining the Escrow Account. Except as otherwise provided by the provisions of Section 4 and Section 9 hereof:
(a) Until (i) the Escrowed Funds have been disbursed in accordance with the provisions of Section 4(a) and the AT&T Transaction Confirmation Certificate (as defined herein) has been provided, or (ii) the Mandatory Redemption Price has been paid in full in accordance with the provisions of Section 4(b), the Company will maintain the Escrow Account with the Escrow Agent.
(b) It shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account (other than this Escrow Agreement), that no amount (including interest, dividends or other distributions or payments on Escrow Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company, the Underwriters or any other Person from the Escrow Account except in accordance with the provisions of this Escrow Agreement.
(c) The Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.
Maintaining the Escrow Account. Except as otherwise provided by the provisions of Section 4 and Section 9 hereof:
(a) Until all Escrowed Funds have been disbursed in accordance with the provisions of Sections 4(b) and 4(c) and the Second Contract Release Certificate has been provided, the Issuers will maintain the Second Contract Escrow Account with the Escrow Agent.
(b) It shall be a term and condition of the Second Contract Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Second Contract Escrow Account (other than this Escrow Agreement), that no amount (including interest, dividends or other distributions or payments on Eligible Escrow Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, either Issuer, the Purchasers or any other Person from the Second Contract Escrow Account except in accordance with the provisions of this Escrow Agreement.
(c) The Second Contract Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.
Maintaining the Escrow Account. Except as otherwise provided by the provisions of Section 7 and Section 11 hereof:
(a) So long as any portion of the Commitment Fee has not been paid in accordance with Section 2.15 of the Term Loan Agreement, the Pledgor shall maintain the Escrow Account with the Escrow Agent.
(b) Except as provided in Section 7 hereof, it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that no amount (including interest on Escrow Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person from the Escrow Account.
(c) The Escrow Account shall be established and maintained as a securities account (as defined in Section 8-501 of the U.C.C.).
(d) The Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.
(e) Initially, until otherwise directed in writing by the Pledgor pursuant to Section 5, funds held in the Escrow Account will be deposited in the Escrow Agent’s Dollars on Deposit in Custody Account (“DDCA”). In such event, (i) the Escrow Agent will make the balances in the Escrow Account available to the Escrow Agent’s treasury division on a daily basis and (ii) the Escrow Account will earn compensation at a rate that will be determined daily based on the compensation rate paid by the Escrow Agent’s treasury division to the Escrow Agent’s trust and custody department. Should such calculation method no longer be available, the Escrow Agent will endeavor to notify the Pledgor and the Administrative Agent no less than 30 days prior. Absent other instructions, compensation will be paid monthly, on the second business day of the following month, by a credit to the Escrow Account. Monthly compensation will be reported on a Form 1099 INT if applicable.
Maintaining the Escrow Account. (a) The Escrow Amount and all interest, dividends and other distributions and payments on the Escrow Amount or any investment or reinvestment thereof (collectively, the “Escrowed Funds”) shall be maintained in the Escrow Account.
(b) Until all Escrowed Funds have been disbursed in accordance with the provisions of Section 4, the Escrow Agent or any successor Escrow Agent appointed under Section 6(g) shall maintain the Escrow Account.
(c) It shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account (other than this Escrow Agreement), that no amount shall be paid or released to or for the account of, or withdrawn by or for the account of, Frontier, the WUTC or any other person from the Escrow Account except in accordance with the provisions of this Escrow Agreement.
Maintaining the Escrow Account. So long as this Agreement is in full force and effect:
1.5.1 the Company shall establish and maintain the Escrow Account with the Escrow Agent in New York, New York, and the Escrow Account shall at all times remain under the exclusive dominion and control of the Escrow Agent for the benefit of the Holders of the Notes; and
1.5.2 it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account and except as otherwise provided by the provisions of Article 3 of this Agreement, that no amount (including, without limitation, interest on or other proceeds of the Escrow Account or on any Allowable Investments held therein) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other person or entity other than the Trustee from the Escrow Account.
Maintaining the Escrow Account. So long as this Agreement is in full force and effect:
1.5.1. the Company shall establish and maintain the Escrow Account with the Escrow Agent in New York, New York, and the Escrow Account and the Collateral shall at all times remain under the exclusive dominion and control of the Escrow Agent for the benefit of the Holders of the Notes; and
1.5.2. it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account and except as otherwise provided by the provisions of Article 3 of this Agreement, that no amount (including, without limitation, interest on or other proceeds of the Escrow Account or on any Pledged Securities held therein) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other person or entity other than the Trustee from the Escrow Account.
1.5.3. the Escrow Agent shall have full and exclusive control over the Collateral and no act or consent by the Company shall be required for the Trustee to effect its duties hereunder. In the event that inconsistent provisions are taken by the Trustee and the Company, the Trustee's instructions shall govern.
Maintaining the Escrow Account. So long as this Agreement is in full force and effect:
1.5.1. the Company shall establish and maintain the Escrow Account with the Escrow Agent in New York, New York, and the Escrow Account and the Collateral shall at all times remain under the exclusive dominion and control of the Escrow Agent for the benefit of the Purchaser and the Company; and
1.5.2. notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account and except as otherwise provided by the provisions of Article 3 of this Agreement, no amount (including, without limitation, interest on or other proceeds of the Escrow Account or on any Pledged Investments held therein) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company or any other person or entity other than the Purchaser from the Escrow Account.
Maintaining the Escrow Account. It shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that the Escrow Funds shall not be paid or released to or for the account of, or withdrawn by or for the account of, any person from the Escrow Account except as provided in Section 3 or Section 4 of this Agreement.
Maintaining the Escrow Account. Except as otherwise provided by Section 5 and Section 12 hereof: So long as the Obligations shall remain unpaid, the Pledgor will maintain the Escrow Account with the Escrow Agent. Except as provided in Section 5 hereof, it shall be a term and condition of the Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Escrow Account, that no amount (including interest on Collateral Investments) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person from the Escrow Account. The Escrow Account shall be established and maintained as a securities account (as defined in Section 8-501 of the U.C.C.). The Escrow Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.