Payment of Escrow Deposit Sample Clauses

Payment of Escrow Deposit. At the Closing, Buyer will deliver to JPMorgan Chase Bank, N.A., which shall serve as the escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds the amount equal to $2,000,000 (the “Escrow Deposit”). The Escrow Deposit shall be the first source of funds to satisfy any Losses for which any Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.1(a). The Escrow Deposit will be held by the Escrow Agent for up to 12 months in accordance with the terms of an escrow agreement to be entered into among the Escrow Agent, Buyer and Parent at the Closing in substantially the form attached hereto as Exhibit 2.2(b) (the “Escrow Agreement”).
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Payment of Escrow Deposit a. The Escrow Agent shall make no disbursements of the Escrow Deposit, except as permitted pursuant to Sections 4 or 6 above.
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Payment of Escrow Deposit. Unless a written claim is filed against the Escrow Deposit by Buyer, 180 days after the date the Transaction closes, Escrow Agent shall deliver to Seller the Escrow Deposit, together with any interest earned thereon, free and clear of the escrow created by this Agreement. Buyer shall provide such written claim to Escrow Agent if, during such 180 day period, (a) Clemxxx X. Xxxxxxxx, xxs not provided services to Buyer sufficient to ensure the smooth transition of the operation of the Business to Buyer, or (b) any of the Seller's accounts receivable purchased by Buyer pursuant to the Purchase Agreement (the "Purchased Accounts") have not yet been paid. If Buyer in its sole discretion does not feel that Clemxxxx X. Xxxxxxxx xxx provided services to Buyer sufficient to ensure that a smooth transition of the operation of the Business to Buyer has -42- 51 occurred, then Buyer, 180 days after the date the Transaction closes, shall deliver to Escrow Agent and Seller, in writing, a request for the release of the Escrow Deposit to Buyer detailing the insufficiencies of Seller to effect the smooth transition of the operation of the Business. Seller shall then have 5 days in which to answer Buyer's claim to the Escrow Deposit in writing to Escrow Agent and Buyer. If any of the Purchased Accounts have not yet been paid, then Buyer, 180 days after the Transaction closes, shall deliver to Escrow Agent and Seller, in writing, a request for the release to Buyer of that portion of the Escrow Deposit equaling the unpaid Purchased Accounts, with the balance of the Escrow Deposit, if any, to be released to Seller. Seller shall then have 5 days to answer Buyer's claim to the Escrow Deposit in writing to Escrow Agent and Buyer. If a dispute arises between the parties relating to the release of the Escrow Deposit under this Agreement, the parties agree to use the following procedure prior to either party pursuing other available remedies:
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Payment of Escrow Deposit 
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Related to Payment of Escrow Deposit

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Investment of Escrowed Funds Upon collection of each check by the ---------------------------- Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

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