Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"):
Creation of Escrow. Promptly following the Acceptance Date, an escrow (herein referred to as the “Escrow”) shall be created and established with the Title Company or other escrow company chosen by the parties (which Title Company, when acting in its escrow capacity, or other escrow company, shall be herein referred to as the “Escrow Agent”), for the closing of this transaction and for the receipt and delivery of funds, the deed and other documents and instruments to be delivered upon the terms and conditions of this Agreement.
Creation of Escrow. At any time and from time to time after the date hereof until completion of the Offering and Closing thereunder, the Underwriter shall cause to be delivered to the Escrow Agent, from the Subscribers, funds or instruments payable to the Escrow Agent as escrow agent representing the purchase price of shares subscribed for by Subscribers. The Escrow Agent shall accept and hold in escrow all such funds so received by it for deposit in escrow hereunder (the "Escrowed Funds") until released as set forth herein. The Escrow Agent shall maintain books and records of account detailing the source of all funds received by the Escrow Agent.
Creation of Escrow. Over the five business days on and after the Effectiveness Date, the Employee shall use the entire Escrow Amount to purchase shares of Parent Common Stock in open market brokerage transactions. The Employee hereby agrees to transfer to the Escrow Agent all such shares of Parent Common Stock (the "Escrowed Shares") as they are purchased. The Employee has executed the attached irrevocable order to purchase the Escrowed Shares as soon as practicable over the five business days on and after the Effectiveness Date. The Escrow Agent hereby agrees to accept the Escrowed Shares and hold the same in escrow pursuant to the terms of this Agreement.
Creation of Escrow. The Sellers have delivered into escrow with the -------------------- Escrow Agent, the receipt of which is hereby acknowledged by the Escrow Agent, 21,851,503 shares of the Company Common Stock and 1,000,000 shares of the Company Preferred Stock (the "Escrowed Shares"). The Escrowed Shares have been accompanied by stock powers duly executed by the Sellers in favor of the Purchaser, which will be utilized to transfer the Escrowed Shares to the Purchaser upon satisfaction of all of the terms of the Stock Purchase Agreement, the Note, the Stock Pledge Agreement, and the Consulting Agreements or any of the Attachments referred to therein, and this Agreement.
Creation of Escrow. In order to assure Wyndham that the Company will have adequate liquidity to fund the cash portion of the Preferred Redemption Amount if and when Wyndham or the Company exercise their respective rights to cause the redemption of the entire Preferred Interest pursuant to Section 3 hereof, and to secure payment of the cash portion of the Preferred Redemption Amount, on the Closing Date the Company shall deposit with the Escrow Agent (as hereinafter defined) cash in the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Escrowed Funds"). The Escrowed Funds shall be held in an interest-bearing account mutually acceptable to both the Company and Wyndham. All interest earned on the Escrow Funds shall be deemed earned by and belong to the Company, but shall be released from escrow and paid to Wyndham on behalf of the Company on a quarterly basis and upon such payment shall be credited toward the Company's obligation to make quarterly distributions with respect to the Preferred Interest. On the Preferred Redemption Date, the Escrow Agent shall be required to apply the Escrowed Funds (and any interest earned thereon which has not been paid to Wyndham pursuant to the prior sentence) toward the cash portion of the Preferred Redemption Amount pursuant to subsection 3(a) and, if applicable, Section 40. Neither the Company, IHC, Northridge nor any of their affiliates shall grant to any creditor any direct or indirect security interest, pledge, security assignment or other interest in the Escrowed Funds or the escrow agreement pursuant to which they are held.
Creation of Escrow. Parent hereby directs the Escrow Agent, at the Effective Time, in its capacity as trustee under the Trust Agreement, to transfer to the Escrow Agent, out of the Trust Funds otherwise payable to Parent pursuant to the Trust Agreement, an amount equal to the Escrowed Amount. The Escrow Agent hereby agrees to accept the Escrowed Amount and hold the same in escrow pursuant to the terms of this Agreement. The Escrow Agent and the other parties hereto agree that all Escrowed Funds held hereunder shall be held for the account of the Parent Indemnified Stockholders for purposes of payment to the Parent Indemnified Stockholders as required under Article IV hereunder and, if not so paid, for the account of Parent to be used as Parent shall determine.
Creation of Escrow. At any time and from time to time after the date hereof until completion of the Offering and Closing thereunder, the Company shall deliver, or cause to be delivered by Xxxxxx, to the Escrow Agent funds representing the purchase price of shares subscribed for by subscribers. The Escrow Agent shall accept and hold in escrow all such funds received by it from the Company or Xxxxxx for deposit in escrow hereunder (the "Escrowed Funds") until released as set forth herein.
Creation of Escrow. Xxxxxxxx, Technest, Genex, and the Seller hereby appoint the Escrow Agent to serve as agent for the purpose of holding the Escrow Shares and the Escrow Agent accepts such appointment upon the terms and conditions set forth herein. Simultaneously with the execution of this Agreement, Technest has delivered the Escrow Shares to the Escrow Agent and the Escrow Agent acknowledges receipt of the Escrow Shares.
Creation of Escrow. By virtue of this Agreement and as security for the representations and warranties, covenants (including the Non-Assertion Covenant), indemnification, and all other BTR/ALI obligations under this Agreement, Buyer shall retain the Escrow Amount, which will constitute an escrow to be governed by the terms and conditions set forth in this Section 5 (Escrow). BTR/ALI, on behalf of itself and its Affiliates, acknowledges that the Escrow Amount will be a debt obligation of Buyer and will not be segregated.
