Terms of Escrow Sample Clauses
The 'Terms of Escrow' clause defines the rules and procedures governing the holding and release of funds or assets by a neutral third party (the escrow agent) during a transaction. It typically outlines the conditions that must be met before the escrow agent can disburse the assets, such as delivery of goods, completion of services, or mutual agreement of the parties. This clause ensures that both parties fulfill their contractual obligations before any transfer occurs, thereby reducing risk and building trust in the transaction process.
Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location.
1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows:
(a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice.
(b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice.
(c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liabili...
Terms of Escrow a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of the Purchase Price, the Debentures, the Warrants and the Ancillary Closing Documents and a writing instructing the Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by the Company or the Purchasers, stating that the Purchase Agreement has been terminated in accordance with its terms and instructing the Escrow Agent with respect to the Purchase Price, the Debentures, the Warrants and the Ancillary Closing Documents.
b. If the Escrow Agent receives the items referenced in clause (i) of Section 2(a) prior to its receipt of the notice referenced in clause (ii) of Section 2(a), then, promptly thereafter, the Escrow Agent shall deliver (i) to JNC (A) Debentures in aggregate principal amount of $4,000,000, (B) the JNC Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by JNC that shall have accrued through the Closing; (ii) to DSF (A) Debentures in aggregate principal amount of $1,000,000, (B) the DSF Warrant and (C) any interest earned on account of the portion of the Purchase Price paid by DSF that shall have accrued through the Closing; (iii) to the Company the Purchase Price (net of amounts described under Section 1(d)) to the Company; (iv) to or as directed by Encore, $3,000 in accordance with Section 1(d); (iv) to or as directed by CDC, $500,000 in accordance with the Engagement Letter; and (v) to the appropriate party, the Ancillary Closing Documents. In addition, the Escrow Agent shall retain $15,000 of the Purchase Price on account of its fees pursuant to the Purchase Agreement and Section 1(d).
c. If the Escrow Agent receives the notice referenced in clause (ii) of Section 2(a) prior to its receipt of the items referenced in clause (i) of Section 2(a), then the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price (together with any interest earned thereon through such date) to the Purchasers in such amounts as shall have been delivered to and received by prior thereto, (ii) the Debentures and Warrants to the Company and (iii) the Ancillary Closing Documents to the party that delivered the same.
d. If the Escrow Agent, prior to delivering or causing to be delivered the Consideration in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escr...
Terms of Escrow. The terms of the escrow shall be governed by Article 4 of the Purchase Agreement, Article 2 of the Warrant and Articles 4 and 5 of the Debenture.
Terms of Escrow. The Company directs the Escrow Agent not to release or otherwise deal with the Purchase Funds, and the other documents, held in escrow under this Agreement except in accordance with the terms of this Agreement. Unless otherwise directed in a notice in writing executed by the Company and each of the Shareholders, the Escrow Agent will release the Purchase Funds to the Company or to the Shareholders as follows:
Terms of Escrow. (a) If the Market Value of the Common Stock two years after Closing is less than the Closing Price, the Target Company shall sell to ▇▇▇▇▇▇▇ the number of ▇▇▇▇▇▇▇ Escrow Shares (the "▇▇▇▇▇▇▇ Protection Shares") equal to (a) the ▇▇▇▇▇▇▇ Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per ▇▇▇▇▇▇▇ Consideration Share (the "Escrow Purchase Price"). The "Percentage Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the Closing. Within three (3) Business Days of the two year anniversary of the Closing, ▇▇▇▇▇▇▇ shall (i) send a notice ("Sale Notice") to the Target Company and the Escrow Agent of the ▇▇▇▇▇▇▇ Protection Shares to be sold by the Target Company to ▇▇▇▇▇▇▇, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the ▇▇▇▇▇▇▇ Protection Shares, if any, and the Stock Powers to ▇▇▇▇▇▇▇, (iii) to deliver the remaining ▇▇▇▇▇▇▇ Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if the total number of ▇▇▇▇▇▇▇ Protection Shares is zero.
Terms of Escrow. The Closing and consummation of this escrow shall be subject to and in accordance with the following terms and conditions.
A. Donor shall deposit a fully executed copy of this Donation Agreement with Escrow Holder as escrow instructions, with any amendments or additional instructions which shall be in writing and signed by both parties, that may be needed from time to time by Escrow Holder for purposes of performing its functions under this Donation Agreement. Escrow Holder is hereby appointed and designated to act as such and is authorized and instructed to deliver, pursuant to the terms and conditions of this Donation Agreement, the documents and money to be deposited into escrow as hereinafter provided, with the terms and conditions contained herein to apply to such escrow. Donor and ▇▇▇▇▇ hereby agree that each shall, during the escrow period, execute any and all documents and perform any and all acts reasonably necessary or appropriate to consummate the purchase and sale pursuant to the terms set forth in this Donation Agreement.
B. Donor shall deposit into escrow, on or before Close of Escrow:
(i) an executed Warranty Deed (“Deed”) in a form acceptable to ▇▇▇▇▇ and in recordable form conveying the Property transferred and accepted hereunder; and
(ii) such other executed documents or easements as may be necessary to carry out the terms set forth in this Donation Agreement.
C. ▇▇▇▇▇ shall execute and deposit into escrow, on or before the Closing Date, any documents required to consummate the transfer and acceptance pursuant to the terms set forth in this Donation Agreement.
D. Escrow Holder shall cause to be drafted any other documents to be recorded or signed by the parties as may be necessary to carry out the terms set forth in this Donation Agreement.
E. On or before Closing, Donor shall cause Escrow Holder to issue a policy of title insurance of Donee’s choice insuring title on the Property, subject only to the conditions of record appearing on the Preliminary Report which are not disapproved by ▇▇▇▇▇ and matters revealed by the ALTA survey, if any. The title policy shall have liability limits of not less than the Donation Value referenced in Section 2, above.
F. In the event that the Closing does not occur at the time and in the manner provided in this Donation Agreement because of the default of one of the parties, the non-defaulting party has the right to cancel this escrow by written notice to the defaulting party and to the Escrow Holder. The ...
Terms of Escrow. As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer.
Terms of Escrow. (a) The parties hereby appoint the Administrative Agent as Administrative Agent in accordance with the terms and conditions set forth herein, and the Administrative Agent hereby accepts such appointment as escrow agent.
(b) The Administrative Agent shall disburse all or any part of the Escrowed Shares as follows: any time the Administrative Agent receives (i) a written notification executed by a Grantor (or such Grantor’s successor interest to the Escrowed Shares) advising the Administrative Agent of a proposed Disposition, (ii) (subject to Section 4.04(a)) all Disposition Proceeds (as herein defined) paid or payable to Grantors in respect of such Escrowed Shares, and (iii) if other than cash, duly executed instruments of assignment and delivery, the Administrative Agent shall immediately release such portion of the Escrowed Shares, subject to clause (f), as is specified in such written notice to the Persons specified in such written notice.
(c) The Administrative Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Administrative Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority, or rights of the Persons executing or delivering or purporting to execute or deliver any document or property or this Agreement.
(i) The Administrative Agent shall have no duties or responsibilities other than those expressly set forth herein and, except as expressly set forth herein, shall have no duty to enforce any obligation of any Person, to make any payment or delivery of Disposition Proceeds, or to direct or cause any payment or delivery thereof, or to direct or cause any payment or delivery thereof to be made, or to enforce any obligation of any Person to perform any other act. The Administrative Agent shall be under no liability to any Person by reason of any failure on the part of any other Person to perform such Person’s obligations under any agreement involving or relating in any way to the Escrowed Shares or the Disposition thereof by the Grantors.
(ii) The Administrative Agent in its role as escrow agent shall not be liable to the Grantors or to any other Person for any action taken or omitted by it in good faith ...
Terms of Escrow. AOLA, AOLB and Itau expressly acknowledge and --------------- agree that the Notes shall only be released from the escrow created by the Escrow Agreement upon the terms and conditions contained in the Escrow Agreement. If any conflicts arise between the terms of this Agreement and the terms of the Escrow Agreement with respect to the subject matter of the Escrow Agreement, the terms of the Escrow Agreement shall control.
Terms of Escrow. The terms of the Escrow shall extend until all of the Escrow has been distributed by the Escrow Agent in accordance with Section 8 of this Agreement.