Escrow Process Clause Samples
Escrow Process.
(a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.6. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five (5) Business Days of such notice.
(b) If Buyer does not object to the escrow process pursuant to Section 5.6(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply.
(c) If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for Seller. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1...
Escrow Process. (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually-promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.6. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five
Escrow Process. At any time during the Escrow Period, Sanofi may request that Translate Bio place the Escrow Materials in escrow, subject to the remainder of this Section 4.9. In such event, Sanofi and Translate Bio shall each use Commercially Reasonable Efforts to promptly agree on an Escrow Agent and negotiate an Escrow Agreement. Upon the execution of the Escrow Agreement, Translate Bio shall deposit the Escrow Materials with the Escrow Agent, in accordance with a schedule to be agreed to in the Escrow Agreement. Upon Sanofi’s request no more frequently [**], Translate Bio shall update the deposit of the Escrow Materials with the Escrow Agent. Upon Sanofi’s request, the Escrow Agreement shall permit the Escrow Agent to test and validate the Escrow Materials, with the assistance of Translate Bio. In the event that such a test and validation discovers a material failure of the Escrow Materials to enable Technology and Process Transfer, Translate Bio shall use Commercially Reasonable Efforts to correct such failure. No portion of the Escrow Materials may be released to Sanofi except upon an Escrow Release Event. Any obligations of Translate Bio or the Escrow Agent shall be at Sanofi’s expense, at the FTE Rate in respect of Translate Bio’s obligations. Upon the expiration of the Escrow Period, if no Escrow Release Event has occurred, the Escrow Agent shall be obligated to return the Escrow Materials to Translate Bio.
Escrow Process. Brokerage Firm agrees to assist and guide Seller to fulfill all of Seller’s obligations agreed to in the Purchase Contract, including any new obligations that may arise as a result of any County, State, or National emergency proclamations.
Escrow Process. Each Owner and proposed purchaser shall approve and sign escrow instructions provided by Habitat, which instruct escrow regarding the requirements of this Covenant, if any. Owner and proposed purchaser shall provide Habitat with a copy of the final sale contract, settlement statement, copy of signed Assumption Agreement, recording number of the Assumption Agreement, escrow instructions, and any other document that Habitat may reasonably request to enforce the terms of this Covenant.