Third Party Escrow Agent Clause Samples

Third Party Escrow Agent. 8.9.3.1 Collocator shall pay all undisputed amounts to SBC-13STATE when due and shall pay all Disputed Amounts when due into an interest bearing escrow account with a Third Party escrow agent mutually agreed upon by the Parties. To be acceptable, the Third Party escrow agent must meet all of the following criteria: 8.9.3.1.1 The financial institution proposed as the Third Party escrow agent must be located within the continental United States; 8.9.3.1.2 The financial institution proposed as the Third Party escrow agent may not be an affiliate of Collocator; and 8.9.3.1.3 The financial institution proposed as the Third Party escrow agent must be authorized to handle Automatic Clearing House (ACH) (credit transactions) (electronic funds) transfers. 8.9.3.1.4 In addition to the foregoing requirements for the Third Party escrow agent, the Collocator and the financial institution proposed as the Third Party escrow agent must enter into a written agreement that the escrow account meets all of the following criteria: 8.9.3.1.5 The escrow account is an interest bearing account; 8.9.3.2 All charges associated with opening and maintaining the escrow account will be borne by the Collocator; that none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the Third Party escrow agent; all interest earned on deposits to the escrow account shall be disbursed to Collocator and SBC-13STATE in the same proportion as the principal; and Disbursements from the escrow account shall be limited to those: authorized in writing by both Collocator and SBC-13STATE (that is, signature(s) from representative(s) of Collocator only are not sufficient to properly authorize any disbursement); or made in accordance with the final, non-appealable order of the arbitrator appointed pursuant to the provisions of Section 8.9.8 of this Appendix; or made in accordance with the final, non-appealable order of the court that had jurisdiction to enter the arbitrator’s award pursuant to Section 8.9.8 of this Appendix.
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Related to Third Party Escrow Agent

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • Escrow Fund (a) Pursuant to Section 1.7(j) hereof, and as soon as practicable after the Effective Time, the Indemnification Shares shall be registered in the name of, and be deposited with, State Street Bank and Trust Company (or such other institution selected by Agile with the reasonable consent of Digital) as escrow agent (the "Escrow Agent"), the treatment of which shall be governed by the terms set forth herein, and in the Escrow Agreement. The foregoing deposit consisting of the Escrowed Consideration, shall constitute the escrow fund (the "Escrow Fund") and will be governed by the terms set forth herein and in the Escrow Agreement. Agile may not receive any proceeds from the Escrow Fund unless and until one or more Officer's Certificates (as defined in Section 8.3 below) identifying Damages (as defined in Section 8.2(b) below) in excess of $250,000 (the "Basket Amount") has or have been delivered to the Escrow Agent as provided in paragraph 8.4 below, in which case Agile shall be entitled to recover for all Damages (as defined in Section 8.2(b) below) so identified, which when aggregated with all other Damages, exceed $125,000, provided however, that Agile shall be entitled to recover for all Damages arising from, or connected to, the Digital Litigation Matters (defined in Section 8.2(b)), including, without limitation, the Basket Amount at such time as the identified Damages arising from, or connected to, the Digital Litigation Matters (when aggregated with all other Damages) exceed the Basket Amount. In the event Agile issues any Additional Escrow Shares (as defined below), such shares will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the shares of Agile Common Stock delivered pursuant to this Section 8.1(a) (the "Escrow Shares"). (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated as set forth in Section 8.1(a) hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the former Shareholders and Warrantholders on a pro rata basis based on the number of Escrow Shares contributed to the Escrow Fund. Each former Shareholder or Warrantholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such former Shareholder or Warrantholder so long as such Escrow Shares are held in escrow ("Escrow") and Agile will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the former Shareholders and Warrantholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement.