Establishment of Escrow Fund. There is hereby created by the Authority and the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of the principal of and interest on the Prior Loans and, thereby, the 2007 Authority Bonds, as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the Successor Agency and for the benefit of the owners of the 2007 Authority Bonds, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall constitute a special fund for the payment of the principal of, and interest on the Prior Loans and, thereby, the 2007 Authority Bonds in accordance with the provisions of the Prior Loan Agreements and the 2007 Authority Indenture, respectively. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any lawfully available funds of the Successor Agency.
Establishment of Escrow Fund. At the Effective Time, (i) Cubist shall deliver directly to the Escrow Agent a certificate registered in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 33,488 shares of Cubist Common Stock to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement; and (ii) Acquisition Sub shall deliver directly to the Escrow Agent a certificate registered in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 17,840 Exchangeable Shares to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrowed Securities. Pursuant to the Acquisition Agreement and the provisions thereof incorporated by reference into the Shareholders' Agreement, the Shareholders have consented to: (i) the establishment of this escrow to secure any payment required to be paid pursuant to the Shareholders' indemnification obligations contained in the Shareholders' Agreement or pursuant to this Escrow Agreement, (ii) the appointment of the Shareholders' Representative as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement and (iii) all of the other terms, conditions and limitations of this Escrow Agreement.
Establishment of Escrow Fund. There is hereby created by the Authority and the City with, and to be held by, the Escrow Bank as security for the payment and redemption of the 1998 Bonds as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the City and for the benefit of the owners of the 1998 Bonds, said escrow to be designated the "Escrow Fund.” All moneys and federal securities (the "Escrow Securities") deposited in the Escrow Fund shall be held as a special fund for the payment of the principal of, applicable redemption premium and interest on the 1998 Installment Payments and the 1998 Bonds in accordance with the provisions of this Escrow Deposit and Trust Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys and Escrow Securities, if any, in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall notify the City of such fact and the City shall immediately cure such deficiency.
Establishment of Escrow Fund. (a) On the Closing Date, Acquiree Shareholder shall, pursuant to Section 2.2(b) of the Stock Purchase Agreement, deposit with the Escrow Agent the stock certificates evidencing the Escrow Shares (which consist of 170 shares of Acquiree's Common Stock) endorsed in blank.
Establishment of Escrow Fund. 1.1 Simultaneously with the execution and delivery of this Escrow Agreement, Buyer shall deposit the sum of Fifty-Seven Thousand fifty-four and 98/100 Dollars ($57,054.98) (which deposit, together with interest accrued thereon, shall be referred to as the "Escrow Fund") with the Escrow Agent.
Establishment of Escrow Fund. There is hereby created by the District with, and to be held by, the Escrow Bank, as security for the redemption price of the 2008 Certificates as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the District and for the benefit of the owners of the 2008 Certificates, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall be held as a special fund to provide for the redemption of all outstanding 2008 Certificates on July 24, 2019 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount thereof (the “Redemption Price”) in accordance with the provisions of this Escrow Agreement.
Establishment of Escrow Fund. Developer does hereby establish an escrow fund with the City in the amount of to guaranty the maintenance, materials, workmanship, and structural integrity of the Improvements. This escrow fund shall be placed by the City in an account at a local financial institution and shall be disbursed only in accord with the terms of this Agreement.
Establishment of Escrow Fund. Upon receipt of the Escrow Fund and immediately following the Effective Time, Paying Agent shall transfer and deliver to Escrow Agent immediately available funds in an amount equal to the Escrow Fund, which the Parties agree shall be $25,000,000. Escrow Agent hereby agrees to receive, hold, administer, safeguard and disburse the Escrow Fund pursuant to the terms and conditions of this Agreement.
Establishment of Escrow Fund. As of the date hereof the Company, in its sole discretion, has or shall deposit with or make available to the Escrow Agent the aggregate amount of Two and One-Half Million Dollars ($2,500,000) either by (i) depositing cash funds with the Escrow Agent, (ii) depositing a letter of credit issued by PNC Bank, National Association(an “Escrow Letter of Credit”) with the Escrow Agent, (iii) reserving an amount against any of the Company’s existing lines of credit from PNC Bank, National Association that may be drawn down by the Escrow Agent (the “Escrow Reserve”) or (iv) depositing cash funds, an Escrow Letter of Credit and/or establishing an Escrow Reserve such that, in each case, the aggregate sum of such cash funds, Escrow Letter of Credit and Escrow Reserve is equal to Two and One-Half Million Dollars ($2,500,000). The cash funds, Escrow Reserve and any Escrow Letter of Credit and any proceeds, income and reinvestments thereof, is hereinafter referred to collectively as (the “Escrow Fund”). Such deposit of cash funds, Escrow Letter of Credit or Escrow Reserve, as the case may be, shall constitute satisfaction on this date of the Company’s obligation to deposit funds hereunder. The Escrow Agent shall hold the Escrow Fund subject to the terms and conditions of this Agreement. Hereafter:
Establishment of Escrow Fund. At the Closing of the transactions contemplated in the Merger Agreement, the Company shall transfer the STI Closing Shares to the Escrow Agent. It is the parties’ intention that, subject to the terms and conditions set forth herein, that the Escrow Agent shall dispose of the STI Closing Shares in accordance with the express provisions of this Escrow Agreement, and shall not make, be required to make or be liable in any manner for its failure to make, any determination under the Merger Agreement, or any other agreement, including, without limitation, any determination of whether CTI or STI, as applicable, has complied with the terms of the Merger Agreement or whether the Company , STI, or the STI Holders as applicable, are entitled to delivery of any or all of the STI Closing Shares.
