Operation of the Escrow Account Sample Clauses

The 'Operation of the Escrow Account' clause defines how an escrow account will be managed and administered during the course of a transaction. It typically outlines the procedures for depositing funds into the account, the conditions under which funds may be released to the parties, and the responsibilities of the escrow agent overseeing the account. For example, it may specify that funds are only released upon completion of certain milestones or mutual agreement. This clause ensures that all parties have a clear understanding of how and when funds will be handled, thereby reducing the risk of disputes and providing security for both sides in the transaction.
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Operation of the Escrow Account. (a) The Escrow Amount shall be paid to the Escrow Account by the Purchaser at Completion in accordance with clause 3.6 and the monies making up the Escrow Amount shall be kept separate from and not co-mingled with any other monies (save for interest on the Escrow Amount). (b) Neither the Vendors' Solicitors nor the Purchaser's Solicitors shall be deemed to be trustees and shall have no obligations in connection with the Escrow Account or its administration other than those set out in this clause 22. 24
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Operation of the Escrow Account. 2.1 No part of the Escrow Amount shall be released from the Escrow Account except as provided in this schedule. 2.2 Any bank or other charges arising on the Escrow Account shall be charged to the Escrow Account. 2.3 Any interest or profit accruing to the Escrow Account (subject to any deduction of tax at source) and any bank or other charges properly charged to the Escrow Account) shall be retained in the Escrow Account. Each time part of the Escrow Amount is paid out of the Escrow Account it shall have added to it the corresponding proportion of the interest and profit accrued to the Escrow Account (subject to any deductions as above). 2.4 The Sellers and the Purchaser agree that the debt owed to the holders of the Escrow Account by the Bank by virtue of its receipt of the Retained Consideration shall be held by them on trust for the benefit of the Sellers and the Purchaser and on the terms set out in this schedule. The Sellers and the Purchaser agree that they will procure that the Bank designates the Escrow Account accordingly
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Operation of the Escrow Account. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board/IPO Committee of the Board of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, the Promoter Selling Shareholder and the BRLMs. Receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure K; and (ii) The Company shall (with a copy to the BRLMs) (a) issue the Corporate Action Requisition to the Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Account and credit such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, and (b) inform the Promoter Selling Shareholder and the Share Escrow Agent of the issuance of such Corporate Action Requisition in the format provided in Annexure H along with a copy of the Corporate Action Requisition. (iii) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee approving the Allotment, provide a written confirmation to the Promoter Selling Shareholder (with a copy to the Company and the BRLMs), that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment in the format provided in Annexure I. 5.2 Upon receipt of the instructions for the Corporate Action Requisition, as stated in Clause 5.1(ii), from the Company in accordance with Clause 5.1 hereof, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure: (i) the debit of the Final Sold Shares from the Escrow Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus and as prescribed under Applicable Law, and (ii) that any Final Offered Shares remaining to the credit of the Escrow Account (after confirming the credit of Final Sold Shares to the respective demat accounts of the Allottees as mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Account on account of failure to credit Equity Shares to the accounts of the Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) are transferred back to the Promoter Selling Shareholder’s Demat Account, wi...
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Operation of the Escrow Account. 3.1 The Escrow Account shall be a joint account with the Bank and opened in the joint names of the Escrow Agents into which the Buyer shall pay the Escrow Amount in accordance with clause 2.4 of this agreement and the monies making up the Retention shall be kept separate from and not co-mingled with any other monies. 3.2 The Escrow Agents shall not have any beneficial interest in or be deemed to be trustees of the Escrow Account and shall have no obligations in connection with the Escrow Account or its administration other than those set out in this agreement. 3.3 All payments out of the Escrow Account shall be made in accordance with the following provisions: (a) no payment out of the Escrow Account shall be authorised nor will it be requested except as prescribed in paragraphs 3.4 and 4.3 of this Schedule; (b) all requests for payment to be made out of the Escrow Account pursuant to this Schedule shall be effected by the delivery to the Bank of instructions signed by each of the Escrow Agents in accordance with a bank mandate previously delivered to the Bank in respect of the Escrow Account which mandate shall be in a form agreed by the Buyer and the Sellers' Representative; (c) any signature and/or action required to facilitate the making of a payment under the terms of this Schedule shall not be unreasonably withheld or delayed; (d) all payments under this Schedule to be made: (i) to the Buyer, shall be paid by CHAPS to National Westminster Bank plc, 15 Bishopsgate, London EC2P 2AP, Account Number: 45284458, ▇▇▇▇ ▇▇▇▇: ▇▇-▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇: NWBKGB2L, Refere▇▇▇ ▇▇▇▇7-1000; and (ii) to the Seller▇' ▇▇▇▇▇sentative, shall be paid by CHAPS to the Royal Bank of Scotland plc, Account No: 10066046, IBAN No: GB52 RBOS 1600 3210 0660 46, Account Nam▇: ▇▇▇▇▇son & Foerster Sterling Client Account, ▇▇ (▇▇ ▇ach ▇▇▇▇) ▇▇ ▇▇▇▇▇ ▇o such other account as any party shall notify the other in writing from time to time. 3.4 Subject to retaining an amount equal to any Outstanding Claim and provided that there are no Outstanding Claims, and provided that any amounts which are required to be paid to the Buyer in accordance with paragraph 4.3 shall have first been paid in accordance with and subject to the terms of this agreement, the Escrow Agents shall instruct the Bank that the Retention shall be paid out in accordance with the following provisions: (a) on 6 June 2008 there shall be paid to the Sellers' Representative from the Escrow Account an amount (if any) which shall re...
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Operation of the Escrow Account. 4.1 The Company hereby irrevocably empowers the Manager to issue written instructions (operating the Escrow Account, including term deposits, if any, and Special Account) Communications Regulations and instruct the Escrow Agent to act upon the Communications issued by the Manager, to the exclusion of any other person, in accordance with the provisions of the Regulations, including the Company. Any receipt of such Communications by the Escrow Agent shall be conclusive and binding upon the Escrow Agent. 4.2 The Escrow Agent shall hold the Escrow Amount in the Escrow Account and shall operate the Escrow Account exclusively on the instructions of Manager in accordance with this Agreement and the Buyback Regulations. Further, the Company hereby authorizes the Manager to instruct the Escrow Agent to transfer the amount lying to the credit of the Escrow Account and authorizes the Escrow Agent to acts per the instructions of the Manager, as provided in the Buyback Regulations. The Escrow Agent will not be bound by the provisions of any other agreement entered into amongst the parties hereto except this Escrow Agreement. 4.3 Upon closure of the tendering period of Buyback and receipt of the communication from the Manager substantially in the form specified in Schedule 3, the Escrow Agent shall transfer upto 90% of the Escrow Amount lying in the Escrow Account to the Special Account, within 1 (one) Business Day or within such other shorter period as may be required in compliance with the Buyback Regulations. Upon receipt of funds in the Special Account, the Escrow Agent shall promptly (but in no event later than same Business Day) notify to the Manager and the Company (as per format in Schedule 3A), the balance lying to the credit of the Special Account. 4.4 Upon completion of the obligations of the Company under the Buyback Regulations in relation to the payment of consideration to the Shareholders, the Manager shall issue a notice (Schedule 4) to the Escrow Agent stating that the Company has complied with its obligations under the Refund Notice Agent shall, within 1 (one) Business Day transfer/ release to the Company, the entire balance, account, the Escrow Agent to close the Escrow Account as well as Special Account in accordance with this Agreement and shall issue account closure certificate to the Company. 4.5 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent shall not have any lien, charge or right of set-off over the amoun...
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Operation of the Escrow Account. 5.1 Upon receipt of the Escrow Amount, the Escrow Agent shall send the Escrow Amount Deposit Notice to the Sellers, the Purchasers and the Lender. 5.2 The Escrow Agent shall hold the Escrow Amount and the Escrow Documents only to be released in accordance with Article 6 of this Agreement. 5.3 Interest shall accrue on the Escrow Amount at the rate of 0.1% per annum for tenors exceeding 90 days. Interest shall be calculated day by day on the basis of a 365 day year. The Interest Amount shall be retained in the Escrow Account. The Escrow Agent shall hold the Escrow Amount and the Interest Amount in the Escrow Account only to be released in accordance with Article 6 of this Agreement.
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Operation of the Escrow Account. (a) The Investors shall have an exclusive right over , the Escrow Account together with all other monies lying in the Escrow Account. (b) The Escrow Account shall be held by the Escrow Bank to order of the Investors and shall be operated in terms of this Agreement. (c) The Company shall deposit the Total Payout on or before the Due Dates and the same shall be utilised/appropriated in accordance with Schedule II of this Agreement. (d) The Company shall intimate to the Escrow Bank regarding the total amount to be transferred on the Due Date from the Escrow Account in the account of the Investors pursuant to and in accordance with Clause 3.1 (c) above. (e) The Escrow Bank confirms that it has received all the approvals and authorisations and consents in relation to the operation and maintenance of the Escrow Account. (f) The Escrow Bank confirms that upon the receipt of notice from the Investors intimating it of an occurrence of an Event of Default, the Escrow Bank shall cease to transfer/allow withdrawals of any amounts from the Escrow Account and shall operate the Escrow Account as per the instructions received from the Investors. (g) The Company shall continue to maintain and shall not close the Escrow Account so long as any amount is due to the Investors under the Transaction Documents and till such time that the Investors advises the Company and the Escrow Bank in writing that all amounts have been duly received by the Investors and that no other amounts is due and payable by the Company to the Investors under the Transaction Documents. (h) The Company shall not create any charge, lien or any encumbrance whatsoever on the Total Payout or the Escrow Account, without the prior written express consent of the Investors. (i) The Escrow Bank shall not contest or claim any right or set-off or lien on any balance lying to the credit of the Escrow Account for the payment against any indebtedness or liability or claim whatsoever of the Company to the Escrow Bank other than that specified in the Agreement.
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Operation of the Escrow Account 
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Related to Operation of the Escrow Account

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Deposits in the Escrow Account During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for NexPoint Capital, Inc.” or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Escrow Agent represents that the Transfer Agent will promptly deliver all monies received in good order from Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. Deposits shall be held in the Escrow Account until such Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.

  • 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.

  • 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.

  • Escrow Account 27.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the "Escrow Bank") in accordance with this Agreement read with the Escrow Agreement. 27.1.2 The nature and scope of the Escrow Account shall be fully described in the agreement (the "Escrow Agreement") to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders' Representative, which shall be substantially in the form set forth in Schedule-S.