Other Escrow Terms Clause Samples

Other Escrow Terms. By their approval of the Merger, each of the FTI Shareholders (which specifically include Founder, Kozi▇▇▇ ▇▇▇ Snow) will be conclusively deemed to have consented to, approved and agreed to be personally bound by: (i) the indemnification provisions of Article 11; (ii) the Escrow Agreement; (iii) the appointment of J. Mich▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ the representative of the FTI Shareholders, together with his successor(s), as representative of the FTI Shareholders: (the "REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each FTI Shareholder as provided in the Escrow Agreement; and (iv) the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under the Escrow Agreement, including, without limitation, the exercise of the power to: (1) authorize delivery to HNC of Escrow Property in satisfaction of indemnity claims by HNC or any other Indemnified Person (as defined herein) pursuant to Article 11 hereof and/or the Escrow Agreement; (2) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (3) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; and (4) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have unlimited authority and power to act on behalf of each FTI Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement so long as all FTI Shareholders are treated in the same manner. Each FTI Shareholder will be bound by all actions taken by the Representative in connection with the Escrow Agreement, and HNC will be entitled to rely on any action or decision of the Representative. In performing the functions specified in this Agreement and the Escrow Agreement, the Representative will not be liable to any FTI Shareholder in the absence of gross negligence or willful misconduct on the part of the Representative. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken pursuant to the terms of the Escrow Agreement will be paid by the FTI Shareholders to the Representative pro rata in proportio...
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Other Escrow Terms. The Parties agree that: (i) the Escrow Property shall be held in the Escrow Account and will only become vested and not subject to forfeiture, and released to the Sellers, in the event that Pubco meets certain minimum performance or milestone requirements as shall be mutually agreed to by Purchaser, the Sellers and the Company and set forth in the Escrow Agreement (the “Milestones”); (ii) the period for Pubco to satisfy such Milestones will commence with the first full fiscal quarter beginning after the Closing Date and finish at the end of the twentieth (20th) fiscal quarter after such commencement date (such period, the “Escrow Period”); and (iii) all other conditions not documented in this Agreement and relating to the Escrow Property and Escrow Account (including, for example, the applicable Milestones, the portion of the Escrow Property to be released at any one time for the satisfaction of a Milestone, the preparation of any statements regarding the calculation or satisfaction of a Milestone and the decision-making processes involved for the determination of the satisfaction of a Milestone and related release of such Escrow Property) will be further elaborated or documented in the Escrow Agreement.
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Related to Other Escrow Terms

  • TERMS OF THE ESCROW 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. Master Escrow Account Chase Manhattan Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇-▇-▇▇▇▇▇▇ Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of ▇▇▇ ▇▇▇▇▇▇▇, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

  • Escrow Provisions Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

  • Escrow Payments If (whether by reason of the time difference between the cities in which payments are to be made or otherwise) it is not possible for simultaneous payments to be made on any date on which both parties are required to make payments hereunder, either Party may at its option and in its sole discretion notify the other Party that payments on that date are to be made in escrow. In this case deposit of the payment due earlier on that date shall be made by 2:00 pm (local time at the place for the earlier payment) on that date with an escrow agent selected by the notifying party, accompanied by irrevocable payment instructions (i) to release the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of any corresponding payment payable by the other party on the same date accompanied by irrevocable payment instructions to the same effect or (ii) if the required deposit of the corresponding payment is not made on that same date, to return the payment deposited to the party that paid it into escrow. The party that elects to have payments made in escrow shall pay all costs of the escrow arrangements.