Documents in Escrow Clause Samples

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Documents in Escrow. The Escrow Agent shall hold the Lassen Closing Documents and the NATCO Closing Documents in escrow and undelivered until the conditions subsequent as described in section 8.1 hereunder have been completed to NATCO's satisfaction.
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Documents in Escrow. All of the matters of payment and delivery of documents by the Vendor and the Purchaser pursuant to the terms hereof shall be in escrow and shall be deemed to be concurrent requirements such that, unless otherwise agreed by the parties hereto, nothing is complete and the escrow shall not be released until everything has been paid and delivered.
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Documents in Escrow. In addition to holding the Domain Names, Escrow Agent will hold copies of the following executed documents as applicable: The above described items together with the Domain Names and any other documents necessary to consummate the transfer of the Domain Names, are collectively called the “Escrow Items.” Escrow Agent shall not be responsible for, nor incur any liability for the adequacy, sufficiency, title or legal effect of any of the Escrow Items, and Escrow Agent makes no representation or warranty of any nature in connection with the Escrow Items.
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Documents in Escrow. The Escrow Agent shall hold the Lassen Closing Documents and the NATCO Closing Documents in escrow and undelivered until the conditions subsequent as described in ARTICLE 6., hereunder have been completed.
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Documents in Escrow. Section 10.1 The parties agree that, upon the execution of this Agreement, all documents necessary to effectuate the transaction have been executed (the "Closing Documents") and all conditions precedent to Purchaser's obligation to close have been waived or satisfied. The Closing Documents have been delivered to Escrow Agent. The Closing Documents shall be held in escrow by Escrow Agent pending delivery to Escrow Agent by Purchaser of the Cash Portion of the Purchase Price, and written confirmation from Seller that the Stock Portion of the Purchase Price has been delivered to Seller (the "Payment Event"). In the event that the Payment Event shall not have occurred on or before 5:00 p.m. Eastern Standard Time on Thursday, September 3, 1998 (the "Payment Event Deadline"), then Escrow Agent shall return the Closing Documents to counsel for the respective parties, and the parties shall proceed to Closing pursuant to the terms of the Agreement; provided, however, that the parties, upon written notice to Escrow Agent, may extend the Payment Event Deadline until Tuesday, September 8, 1998. For each day that the Payment Event Deadline extends beyond September 4, 1998, the Purchaser shall pay to Seller an additional sum of Twenty Thousand and 00/100 Dollars ($20,000.00), payable with the Cash Portion of the Purchase Price. Section 10.2 The parties hereby release and relieve Escrow Agent from and against any and all liability for loss, cost, expense, or damage resulting from its performance of the escrow obligations hereunder. In the event of any dispute between the parties pertaining to the distribution of the Closing Documents or the Purchase Price, Escrow Agent shall retain the Escrow Documents and place the disputed portion of the Purchase Price into the registry of the Circuit Court in and for the Thirteenth Judicial Circuit, Hillsborough County, Florida, and shall advise the parties accordingly. Purchaser acknowledges that Escrow Agent is counsel for Seller, and shall not assert any conflict of interest against Seller or Escrow Agent in connection with or resulting from Escrow Agent's continued representation of Seller in connection with the Agreement or this transaction.
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Documents in Escrow. The Escrow Agent continues to hold the following documents pursuant to the Amended Escrow Agreement (collectively, the "Documents"): (a) Certificate No. 46 representing 4,339,236 shares of the common stock of Operating PCG issued in the name of AmeriNet, which shares Parent PCG represents and warrants are owned by it, continue to be issued and outstanding and represented by Certificate No. 46, have not been replaced by another stock certificate, and constitute the portion of the issued and outstanding shares of Operating PCG and of the equity and interest of Operating PCG required as Additional Collateral under the Security Agreement (the "Shares"); and (b) Stock Power pertaining to the Shares executed by AmeriNet in favor of ▇▇▇▇▇▇ Capital, which Stock Power Parent PCG represents and warrants continues to be a valid Stock Power with respect to the Shares as fully and completely as though Parent PCG was the signatory thereof.
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Related to Documents in Escrow

  • Documents at Closing At the Closing, the following documents shall be delivered: (a) Duska will deliver, or will cause to be delivered, to Shiprock the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by ▇▇▇▇▇; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

  • Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. (2) If you receive any other securities (additional escrow securities): (a) as a dividend or other distribution on escrow securities; (b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; (c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or (d) from a successor issuer in a business combination, if Part 6 of this Agreement applies, you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities. (3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you.

  • Deposits in the Escrow Account During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for NexPoint Capital, Inc.” or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Escrow Agent represents that the Transfer Agent will promptly deliver all monies received in good order from Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. Deposits shall be held in the Escrow Account until such Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser. The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and (iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements. The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.