Common use of Escrow Agent Responsibilities Clause in Contracts

Escrow Agent Responsibilities. The Escrow Agent covenants and agrees with ▇▇▇▇▇▇ that: a) the Escrow Agent shall register a financing statement evidencing ▇▇▇▇▇▇’s security interest in the Collateral (as noted in 2.1 above) for a term of 5 (five) years under the Personal Property Security Act (Ontario) (“PPSA”), and shall provide a legal opinion to Tarion in a format specified by ▇▇▇▇▇▇ confirming that, among other things, a security interest was created in the Collateral in favour of Tarion and Tarion’s security interest in the Collateral ranks ahead of all other creditors of the Vendor; b) the Escrow Agent shall renew the term of the financing statement referred to above for a further five (5) year period on the date that is 30 (thirty) days prior to the 5th (fifth) anniversary of the registration made pursuant to paragraph (a) above (the “Renewal Date”) if, on such Renewal Date, this Agreement has not been terminated; c) as soon as the Escrow Agent has received any funds representing a Deposit delivered to it by or on behalf of the Vendor in accordance with Section 4.1(b) hereof, the Escrow Agent shall forthwith deposit such funds into the Bank Account; d) all Deposit Funds held by the Escrow Agent are (i) held in trust for the Purchaser pursuant to the Addendum; and (ii) subject to the trust referred to in (i), held in trust for Tarion and subject to ▇▇▇▇▇▇’s security interest pursuant to this Agreement; e) within 10 (ten) days of depositing any such monies into the Bank Account the Escrow Agent shall, on behalf of the Vendor and in accordance with the provisions of the Addendum and this Agreement, provide to the person or persons who paid the Deposit written evidence that such amounts are held in trust as required by the Addendum; and f) the Escrow Agent shall not release any Deposit Funds (together with all prescribed interest earned or accrued thereon) to the Vendor or any other person except in strict compliance with the provisions of the Addendum and this Agreement.

Escrow Agent Responsibilities. The Escrow Agent covenants and agrees with ▇▇▇▇▇▇ Tarion that: a) the Escrow Agent shall register a financing statement evidencing ▇▇▇▇▇▇Tarion’s security interest in the Collateral (as noted in 2.1 above) for a term of 5 (five) years under the Personal Property Security Act (Ontario) (“PPSA”), and shall provide a legal opinion to Tarion in a format specified by ▇▇▇▇▇▇ confirming that, among other things, a security interest was created in the Collateral in favour of Tarion and Tarion’s security interest in the Collateral ranks ahead of all other creditors of the Vendor; b) the Escrow Agent shall renew the term of the financing statement referred to above for a further five (5) year period on the date that is 30 (thirty) days prior to the 5th (fifth) anniversary of the registration made pursuant to paragraph (a) above (the “Renewal Date”) if, on such Renewal Date, this Agreement has not been terminated; c) as soon as the Escrow Agent has received any funds representing a Deposit delivered to it by or on behalf of the Vendor in accordance with Section 4.1(b) hereof, the Escrow Agent shall forthwith deposit such funds into the Bank Account; d) all Deposit Funds held by the Escrow Agent are (i) held in trust for the Purchaser pursuant to the Addendum; and (ii) subject to the trust referred to in (i), held in trust for Tarion and subject to ▇▇▇▇▇▇Tarion’s security interest pursuant to this Agreement; e) within 10 (ten) days of depositing any such monies into the Bank Account the Escrow Agent shall, on behalf of the Vendor and in accordance with the provisions of the Addendum and this Agreement, provide to the person or persons who paid the Deposit written evidence that such amounts are held in trust as required by the Addendum; and f) the Escrow Agent shall not release any Deposit Funds (together with all prescribed interest earned or accrued thereon) to the Vendor or any other person except in strict compliance with the provisions of the Addendum and this Agreement.

Escrow Agent Responsibilities. The Escrow Agent covenants and agrees with ▇▇▇▇▇▇ that: (a) the Escrow Agent shall register a financing statement evidencing ▇▇▇▇▇▇’s security interest store the Escrowed Materials at its facility located at [●] in the Collateral (two separate escrows, one with Amyris as noted in 2.1 above) for a term of 5 (five) years under the Personal Property Security Act (Ontario) Depositor, Ginkgo as Beneficiary and containing Amyris’ Escrowed Materials (“PPSAAmyris’ Escrow”), and the other with Ginkgo as Depositor, Amyris as Beneficiary and containing Ginkgo’s Escrowed Materials (“Ginkgo’s Escrow”) (Amyris’ Escrow and Ginkgo’s Escrow, each an “Escrow” and collectively the “Escrows”). The Escrows shall provide a legal opinion at all times be (i) controlled by Escrow Agent (by ownership, lease or otherwise), (ii) covered by all and amounts of insurance required by applicable Law and /or as is necessary to Tarion in a format specified by ▇▇▇▇▇▇ confirming thatfully protect Ginkgo and Amyris from and against any and all loss, among other thingsdamage, a security interest was created or destruction of the Escrowed Materials, including those set forth in the Collateral in favour Storage, Handling & Shipping Instructions and (iii) accessible only to employees and agents of Tarion Escrow Agent authorized to carry out Escrow Agent’s obligations under this Agreement and, pursuant to the terms and Tarion’s security interest in conditions of Section 3(d) or Section 7(a), to such limited other individuals who may be permitted to access the Collateral ranks ahead of all other creditors of the Vendor; b) the Escrowed Materials under those sections. Escrow Agent shall renew not transfer the term Escrowed Materials to any other facility without the prior written consent of Ginkgo and Amyris. (b) Escrow Agent shall immediately notify Ginkgo and Amyris in writing upon its receipt of the financing statement referred to above for a further five initial deposit and any subsequent deposits or updates of Escrowed Materials. (5) year period on the date that is 30 (thirty) days prior to the 5th (fifth) anniversary of the registration made pursuant to paragraph (a) above (the “Renewal Date”) if, on such Renewal Date, this Agreement has not been terminated; c) as soon as the Escrow Agent has received any funds representing a Deposit delivered to it by or on behalf of the Vendor shall at all times store and handle all Escrowed Materials in accordance with Section 4.1(b) hereofthe terms hereof and the Storage, the Handling & Shipping Instructions and in compliance with applicable Laws. Escrow Agent will immediately acknowledge receipt of new or revised Storage, Handling & Shipping Instructions in writing to both Ginkgo and Amyris. Escrow Agent shall forthwith deposit such funds into the Bank Account; d) at all Deposit Funds held by the Escrow Agent are times segregate (i) held the Escrowed Materials contained in trust for Amyris’ Escrow from the Purchaser pursuant to the Addendum; Escrowed Materials contained in Ginkgo’s Escrow and (ii) subject to the trust referred to in (i), held in trust for Tarion and subject to ▇▇▇▇▇▇’s security interest pursuant to this Agreement; e) within 10 (ten) days of depositing any such monies into the Bank Account the Escrow Agent shall, on behalf of the Vendor and in accordance with the provisions of the Addendum and this Agreement, provide to the person or persons who paid the Deposit written evidence that such amounts are held in trust as required by the Addendum; and f) the Escrow Agent shall not release any Deposit Funds (together with all prescribed interest earned or accrued thereon) to the Vendor or Escrowed Materials from any other person except in strict compliance materials of Ginkgo or Amyris that are then being stored with the provisions of the Addendum and this AgreementEscrow Agent.