Closing Escrow. The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.
Closing Escrow. On the Closing Date, provided that Escrow Holder shall have received all of the documents, instruments and funds required to be delivered by Buyer and Seller in accordance with Articles 6 and 7 above (other than those documents and other items specified in Sections 7.10, 7.12, 7.13 and 7.14 above, which shall be deemed delivered concurrently with delivery of possession of the Property to Buyer), and provided that Title Company is prepared to issue the Title Policy upon the Closing and that all other conditions to the Closing have been satisfied (or waived by the party to this Agreement which benefits from such condition), Escrow Holder shall promptly perform all of the following:
Closing Escrow. All shares of Series B and Series C Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI shall have delivered to SkyLynx the DCI Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in the event that any DCI Undisclosed Liability arises in connection with the DCI Financial Statements, an amount of shares of Series B Preferred shall be held in the Closing Escrow contemplated hereby until such DCI Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI Financial Statements. If such DCI Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI Financial Statements to SkyLynx, then the number of shares of Series B Preferred to be distributed to the DCI Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred value of $.50 per share.
Closing Escrow. Buyer and/or Seller at their option may deposit the respective Closing deliveries described in Sections 10.4 and 10.5 with Closing Agent with appropriate instructions for recording and disbursement consistent with this Agreement. Except for the Deeds, Buyer and Seller may deliver electronic versions, by facsimile or electronic mail, of the executed documents required to be delivered pursuant to this Agreement at Closing; provided, however, the Buyer and Seller shall deliver originally executed documents promptly after the Closing.
Closing Escrow. All payments or documents delivered by any Person at the Closing Time shall be deemed not to have been delivered until each of the Vendors, the Purchaser and JAWS has declared that it is satisfied with the form and substance of the payments or documents to be delivered to such Person and all conditions to the delivery or release of any payments or documents to be delivered at the Closing Time by Parties other than the Vendors or the Purchaser shall have been satisfied.
Closing Escrow. The Closing will take place at the offices of Purchaser, or at such other place as Purchaser and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date. At the Closing, Purchaser will pay the Cash Component (calculated, for purposes of the Closing, using the Estimated SAV and Estimated SLA) by delivering to Seller a promissory note on substantially the terms described in Exhibit J attached hereto (the “Purchaser Promissory Note”). Also at the Closing, or as soon thereafter as practicable, Purchaser shall deliver stock certificates representing the Stock Component to Seller as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the Closing Date; provided that a stock certificate or certificates representing 750,000 of the shares comprising the Stock Component (the “Escrow Shares”) shall be delivered by Purchaser to Xxxxxxxxxx & Xxxxx LLP, as escrow agent (the “Escrow Agent”), under an escrow agreement to be entered into on the Closing Date by Seller, Purchaser and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”). Simultaneously at the Closing, (a) Seller will assign and transfer to Purchaser good and valid title in and to the Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (i) a General Assignment and Bill of Sale substantially in the form of Exhibit B hereto (the “General Assignment”), duly executed by Seller, (ii) an assignment of the Intellectual Property in form and substance reasonably satisfactory to Purchaser, and (iii) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably acceptable to Purchaser’s counsel, as shall be effective to vest in Purchaser good title to the Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as the “Assignment Instruments”), and (b) Purchaser will assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of Exhibit C hereto (the “Assumption Agreement”), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to Seller’s counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in Section 1.2(a) (the ...
Closing Escrow. The transaction contemplated hereby shall be closed by means of an escrow, with the concurrent delivery of the documents of title, transfer of interests, delivery of the Title Policy and payment, assumption and/or delivery of the applicable components of the Purchase Price. Seller and Purchaser shall each pay fifty percent (50%) of any charges of the Title Company for such escrow closing. This Agreement shall not be merged into the Escrow Instructions, but the Escrow Instructions shall be deemed auxiliary to this Agreement, and, as between the parties hereto, the provisions of this Agreement shall govern and control.
Closing Escrow. On or prior to the Closing Date, the parties shall establish a deed and money escrow with the Escrowee through which the transaction contemplated hereby shall be closed. Upon opening of said escrow, the Exxxxxx Money Deposit (plus interest thereon net of any investment charges) shall be disbursed from the above-described strict joint order escrow with Escrowee and deposited in the deed and money escrow. The escrow instructions for the deed and money escrow shall be in the form customarily used by the Escrowee with such special provisions added thereto as may be required to conform to the provisions of this Agreement. Said deed and money escrow shall be auxiliary to this Agreement and this Agreement shall not be merged into nor in any manner superseded by said deed and money escrow. The escrow costs and fees for each of the escrow accounts described in this Article 3 shall be equally divided between Buyer and Seller.
Closing Escrow. At Closing, Parent will deposit in escrow on behalf of the Shareholders the Cash Escrow (the “Escrow Deposit”). The Escrow Deposit shall be held by and registered in the name of U.S. Bank National Association, as escrow agent (the “Escrow Agent”), as security for the indemnification obligations under Article XII pursuant to the provisions of an Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit B attached hereto.
Closing Escrow. On or prior to the Closing Date, the parties shall establish an escrow trust with the Escrowee through which the transaction contemplated hereby shall be closed. The escrow instructions shall be in the form customarily used by the Escrowee with such special provisions added thereto as may be required to conform to the provisions of this Agreement. Said escrow shall be auxiliary to this Agreement and this Agreement shall not be merged into nor in any manner superseded by said escrow. The escrow costs and fees for each of the escrow accounts described in this Article 3 shall be equally divided between Buyer and Seller.
