Common use of Payment; Escrow Clause in Contracts

Payment; Escrow. The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 ($47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's ▇▇▇▇ Trust Account maintained at Riverside Bank, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as herein provided, until CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults hereunder, the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either of the parties for any act or omission, except for bad faith or gross negligence, and the parties hereby indemnify the Escrowee and hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the parties, the Escrowee shall not be bound to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter of this contract and otherwise.

Payment; Escrow. The down (a) Any payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 obligated to be made to any Buyer Indemnitee to satisfy any claim by a Buyer Indemnitee for indemnification under this Article X ($47,500.00each, a “Buyer Indemnification Claim”) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's ▇▇▇▇ Trust Account maintained at Riverside Bank, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as herein provided, until CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLERpaid initially from the Escrow Fund. If SELLER defaults hereunder, After the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either resolution of the parties for any act or omissionBuyer Indemnification Claim in favor of the Buyer Indemnitee, except for bad faith or gross negligenceSeller and Buyer shall deliver within five (5) Business Days after such resolution a written instrument signed by Seller and Buyer to the Escrow Agent, and the parties hereby indemnify Escrow Agent shall release, in accordance with the Escrowee and hold Escrow Agreement, to the Escrowee harmless from any claims, damages, losses or expenses arising applicable Buyer Indemnitee as set forth in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the partiessuch notice, the Escrowee shall not be bound amount, if any, payable to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed applicable Buyer Indemnitee as set forth in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered notice in connection with such resolved Buyer Indemnification Claim. (b) On the twelve (12) month anniversary of the Closing Date, the Escrow Agent shall release the Escrow Funds plus all accrued interest thereon (to the extent not utilized to pay any Buyer Indemnitee for any Buyer Indemnitee Claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of all claims for indemnification under this contract. Escrowee shall be fully protected in acting Article X asserted in accordance with any written instructions given Section 10.5 prior to it hereunder and believed by it to have been signed the twelve (12) month anniversary of the Closing Date but not yet resolved (“Unresolved Claims”). The Escrow Funds retained for Unresolved Claims shall be released by the proper partiesEscrow Agent (to the extent not utilized to pay the Buyer Indemnitees for any such claims resolved in favor of the Buyer Indemnitees) upon their resolution in accordance with this Article X and the terms of the Escrow Agreement. The parties agree that notwithstanding Escrowee's role as escrow agentEach release of funds from the Escrow Account shall be made in accordance with this Article X and the terms of the Escrow Agreement. (c) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, Escrowee may and does represent is not otherwise payable through the SELLER as legal counsel in connection with Escrow Fund, the subject matter Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of this contract and otherwisesuch agreement or final, non-appealable adjudication by wire transfer of immediately available funds.

Payment; Escrow. The down payment After (a) any final decision, judgment or award shall have been rendered by a Governmental Authority of FORTYcompetent jurisdiction (b) a settlement shall have been consummated, or (c) the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a Third-SEVEN THOUSAND FIVE HUNDRED AND NO/100 ($47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's ▇▇▇▇ Trust Account maintained at Riverside Bank, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as herein provided, until CLOSING Party Claim or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults Direct Claim hereunder, the down payment Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party in accordance with this ARTICLE VIII. Notwithstanding anything in this Agreement to the contrary, but subject to Section 8.10, Buyer has the right, in Buyer’s sole discretion, to set-off (or holdback pending resolution of the related claim) any sums due and owing by Seller in accordance with this ARTICLE VIII against any amounts payable to Seller under this Agreement or otherwise, including the Adjustment Amount and Final Derivative Adjustment, if either the Adjustment Amount or the Final Derivative Adjustment is payable by Buyer to Seller pursuant to Section 3.5.2(d). To the extent not set-off in accordance with the foregoing sentence, any sums due and owing by Seller to any Buyer Indemnified Party in accordance with this ARTICLE VIII shall be returned paid first by release of funds to PURCHASERthe applicable Buyer Indemnified Party from the Indemnification Escrow Account by the Escrow Agent pursuant to, and in accordance with, the Escrow Agreement. The Escrowee To the extent the Indemnification Escrow Amount then held in the Escrow Account is fully extinguished or insufficient to pay any remaining sums due and owing by Seller to any Buyer Indemnified Party in accordance with this ARTICLE VIII, then Seller shall not be liable required to either pay to the applicable Buyer Indemnified Party all of such additional sums (subject to Section 8.4(a)) by wire transfer of immediately available funds within five (5) Business Days after the occurrence of the parties for earliest event to occur that is described in the first sentence of this Section 8.9. For the avoidance of doubt, the Parties acknowledge and agree that any act amounts paid to a Buyer Indemnified Party through any set-off right provided to Buyer under this Agreement, out of the Escrow Account pursuant to this Section 8.9 or omission, except for bad faith or gross negligence, and through payments made under the parties hereby indemnify PICO Holdings Guaranty shall be counted towards the Escrowee and hold the Escrowee harmless from any claims, damages, losses or expenses arising applicable maximum aggregate liability limitation set forth in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenienceSection 8.4(a). In the event of a dispute between the parties, the Escrowee shall not be bound any sums are due and owing by Buyer to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting Seller Indemnified Party in accordance with any written instructions given this ARTICLE VIII, Buyer shall pay such sums by wire transfer of immediately available funds to it hereunder and believed by it the Purchase Price Bank Account within five (5) Business Days after the occurrence of the earliest event to have been signed by occur that is described in the proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter first sentence of this contract and otherwiseSection 8.9.

Payment; Escrow. The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 After ($47,500.00a) DOLLARS will be held in escrow any final Order has been rendered by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee") in Escrowee's ▇▇▇▇ Trust Account maintained at Riverside Bank, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as herein provided, until CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults hereunder, the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either of the parties for any act or omission, except for bad faith or gross negligence, and the parties hereby indemnify the Escrowee and hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the parties, the Escrowee shall not be bound to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court Governmental Authority of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting , (b) a settlement has been consummated in accordance with this Article VIII, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any written instructions given amounts due and owing by the Indemnifying Person in accordance with this Article VIII. Any amounts due and owing by the Company Indemnifying Persons to it hereunder any Parent Indemnified Person in accordance with this Article VIII are to be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and believed owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price to the applicable Parent Indemnified Person from the Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement (and Parent and the Securityholder Representative shall promptly instruct the Escrow Agent accordingly). If the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointly, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay to the applicable Parent Indemnified Person all such remaining amounts due and owing by the Company Indemnifying Persons to the applicable Parent Indemnified Person in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be by wire transfer of immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay in cash to the Securityholder Representative, on behalf of the Company 63 Securityholders, all such amounts by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Parent in writing and the Securityholder Representative shall pay such amount to the Company Securityholders in accordance with their Pro Rata Share. In no event shall any Company Securityholder be liable under this Article VIII for more than the Aggregate Merger Consideration received by it pursuant to have been signed by the proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter of this contract and otherwiseArticle II.

Payment; Escrow. (a) The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 Company has entered into an Escrow Agreement ($47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, (the "EscroweeEscrow Agreement") in Escrowee's with United States Trust Company of New York (the "Bank"), and the Bank has established an escrow account (the "Escrow Account"). The Subscriber shall forthwith cause the full amount of the subscription price to be paid by check, payable to "U.S. Trust Company of New York, as escrow agent for SIGA Pharmaceuticals, Inc.," or wire transferred to the Escrow Account as follows: Chase ▇▇▇, ▇▇▇ # ▇▇▇▇▇▇▇▇▇ Credit United States Trust Company of New York Account maintained #: Further Credit: SIGA Pharmaceuticals, Inc. Account #: Attn: Subscriber Name: ________________ If the subscription price is paid by wire transfer, the Subscriber shall (i) include the Subscriber's name in the wire transfer instructions; and (ii) request from the bank or other financial institution that is originating the transfer, the federal wire number with respect to the subscription and retain that number for future reference. The Subscriber shall cause this Agreement, appropriately executed and completed, to be mailed or otherwise delivered to the Company at Riverside Bankits address set forth above. Upon payment of the Subscription Price, the Subscriber shall also send a copy of the completed signature page of this Agreement via facsimile to Sunrise Securities Corp., Attention: ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇. E-57 (b) If by _________, ▇▇▇ ▇▇▇▇1997, ▇▇▇▇▇or such later date, as herein providednot later than ________, until CLOSING or until a default hereunder 1997, to which the offering contemplated by PURCHASER, at which time it shall the Prospectus (the "Offering") may be delivered to SELLER. If SELLER defaults hereunderextended by Sunrise Securities Corp., the down payment shall be returned to PURCHASER. The Escrowee shall not be liable to either underwriter for the Offering (the "Underwriter"), in its sole discretion, the proceeds of the parties sale of 3,250,000 shares of Common Stock have been deposited in the Escrow Account and the Escrow Agent has been notified by the Company and the Underwriter that the Company has accepted subscription agreements for any act 3,250,000 shares of Common Stock and that the other conditions for a closing of all or omission, except for bad faith or gross negligencea portion of the shares subject to the Offering have been met, and from time to time thereafter after the parties hereby indemnify Escrow Agent has been notified by the Escrowee Company and hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge Underwriter that the Escrowee is acting solely as Company has accepted additional subscription agreements for shares of Common Stock and that the other conditions for a stakeholder for their convenience. In the event closing of a dispute between portion of the partiesshares subject to the Offering have been met, the Escrowee shall not be bound to Escrow Agent will release and deliver the escrow fund to either party but may either continue to hold the escrow fund until Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder. The Escrowee shall not be required to defend any legal proceedings which may be instituted against it in respect purchase price of the PREMISES Securities to the Company and the Company will, or will cause its transfer agent to, mail promptly a certificate therefor to the subject matter of this contract unless requested Subscriber at the address specified on the Signature Page or, if instructed to do so on the Signature Page, deliver such Securities pursuant to alternate delivery instructions. In any case, delivery will be effected physically and not via DTC. Otherwise, the Escrow Agent will return such funds to the Subscriber, without any deduction therefrom or interest thereon, by PURCHASER mailing a check or SELLER by making a wire transfer. Except as otherwise agreed between the Subscriber and indemnified to its satisfaction against the cost and expense of such defense. Escrowee Company, certificates representing the Securities shall not be required to institute legal proceedings of bear any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract. Escrowee shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties. The parties agree that notwithstanding Escrowee's role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter of this contract and otherwiselegends restricting transfer.