Escrow Arrangements Sample Clauses
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Escrow Arrangements. (a) The Parties agree that an aggregate amount equal to ten percent (10%) of the Aggregate Purchase Price, as apportioned among the Selling Shareholders as set out in Column 5 of Schedule II (including Appendix A thereto) (the “Tax Escrow Amount”), shall be deducted from the Aggregate Purchase Price payable at Closing and deposited in an escrow account (the “Tax Escrow Account”) at the Closing pursuant to an escrow agreement (the “Escrow Agreement”) to be entered into among JPMorgan Chase Bank, N.A. (the “Escrow Agent”), Purchaser and the Shareholders Representative. Purchaser and the Shareholders Representative shall enter into the Escrow Agreement with the Escrow Agent as promptly as practicable following the date hereof. Any administrative fees and expenses of the Escrow Agent (“Tax Escrow Fees”) will be paid using funds distributed from the Tax Escrow Account (for the avoidance of doubt, each Selling Shareholders’ obligation to the Tax Escrow Fees shall be several but not joint). The Tax Escrow Fees will be allocated among each of the Selling Shareholders in accordance with its Seller Pro Rata Share thereof. After a Selling Shareholder (or Purchaser, on behalf of such Selling Shareholder) has filed the Tax Returns in accordance with Section 7.08, the relevant Tax Escrow Amount allocated to such Selling Shareholder (net of such Selling Shareholder’s allocated portion of the Tax Escrow Fees) shall be (and Purchaser shall deliver written instructions to instruct the Escrow Agent to cause the relevant Tax Escrow Amount to be): (i) released and paid to the Relevant PRC Tax Authority to settle any Selling Tax of such Selling Shareholder directly from the Tax Escrow Account pursuant to written instruction by Purchaser to the Escrow Agent, subject to the prior written consent of such Selling Shareholder or the Shareholders Representative, within five (5) Business Days after Purchaser has received an explanation letter prepared by the Qualified Tax Advisor together the account details of the tax collection account of such Relevant PRC Tax Authority, with any balance remaining out of such relevant portion of the Tax Escrow Amount to be concurrently released and distributed to such Selling Shareholder within ten (10) Business Days thereafter, (ii) released and distributed to such Selling Shareholder within ten (10) Business Days after Purchaser has received the tax payment receipt (“税收缴款书” in Chinese) or such other adequate evidence to its reasonable satisfaction...
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. The parties acknowledge and agree that an escrow for the purchase and sale contemplated by this Agreement has been opened with the Title Company. On or before the Closing Date, Seller and Buyer shall each deliver escrow instructions to the Title Company consistent with this Article 5 and the parties shall deposit in escrow the funds and documents described below.
(a) Buyer shall deposit or cause to be deposited:
(i) the balance of the cash portion of the Purchase Price, plus sufficient cash to pay Buyer's share of all escrow costs, prorations and closing expenses as set forth in Sections 5.3 and 5.4 below;
(ii) two (2) counterparts of the Covenants and Restrictions, duly executed and acknowledged by Buyer;
(iii) the Subordination Agreement, duly executed and acknowledged by Buyer's lender;
(iv) two (2) counterparts of the General Assignment (as defined in subparagraph (b)(iii) below), duly executed by Buyer;
(v) a duly executed closing certificate in the form attached to this Agreement as Exhibit F (the "Closing Certificate"); and
(vi) two (2) counterparts of a Lease Termination Agreement terminating the Lease in the form set forth as Exhibit G hereto (the "Lease Termination Agreement"), duly executed by Buyer.
(b) Seller shall deposit:
(i) a duly executed and acknowledged special warranty deed in the form attached to this Agreement as Exhibit H (the "Deed");
(ii) two (2) counterparts of the Covenants and Restrictions, duly executed and acknowledged by Seller;
(iii) two (2) counterparts of an assignment of Seller's interest in the Intangible Property in the form attached to this Agreement as Exhibit I (the "General Assignment"), duly executed by Seller;
(iv) a duly executed ▇▇▇▇ of sale in the form attached to this Agreement as Exhibit J (the "▇▇▇▇ of Sale");
(v) a certificate from Seller certifying the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer's tax withholding obligations, that Seller is not a "foreign person" as defined in Internal Revenue Code Section 1445(f)(3) in the form attached to this Agreement as Exhibit K (the "FIRPTA Certificate");
(vi) two (2) counterparts of the Lease Termination Agreement, duly executed by Seller;
(vii) an affidavit required by the Title Company in the form attached to this Agreement as Exhibit L (the "Affidavit"); and
(viii) if required by the municipality in which the Property is located, a zoning and/or building...
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.