Escrow Arrangements Sample Clauses
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Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement.
2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by Enterprise Bank & Trust (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable closing. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice upon Closing.
Escrow Arrangements. Payment for the Securities shall be received by [______________] (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare Inc., (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities Corporation of Delaware (“NCPS”) (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. The Subscriber will also indicate the number of shares that they would like to purchase in an input field during the investment process. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities. (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date in the amount of Investor’s subscription, set forth on the signature page hereto. Investors should note that prior to receipt by Escrow Agent, credit and debit card payments may incur transaction fees charged by the third-party card processing service. Upon Closing, the Escrow Agent shall release Investor’s funds to the Company and the Selling Stockholders, as applicable. The Investor shall receive notice and evidence of the digital entry of the number of the Securities owned by Investor reflected on the books and records of the Company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A of the Securities Act.
Escrow Arrangements. Payment for the Securities shall be received by Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by Enterprise Bank & Trust (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.
Escrow Arrangements. 56 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER....................................................... 65