PREPARATION OF ESCROW AGREEMENT Sample Clauses

PREPARATION OF ESCROW AGREEMENT. The parties shall prepare and cause to be executed, prior to or concurrently with the Merger Filing, an escrow agreement among the Company, Parent, the Stockholders' Representative and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement shall, among other matters, (i) appoint the Escrow Agent as the escrow agent thereunder; (ii) provide for the deposit by Parent of the Escrow Shares into the Escrow at or before the Merger Filing; (iii) provide for the release of Escrow Shares to Parent in accordance with the terms thereof, which terms shall include (a) that Parent shall have recourse to the Escrow Shares based on Losses and Expenses suffered by the Company or Parent if Sony asserts any right of offset or reduction, or otherwise makes any claim under the Sony Agreement, the effect of which is to reduce the amounts payable by Sony to the Company under the Sony Agreement, which offset, reduction or claim is based on any actual or asserted breach or default by the Company under the Sony Agreement occurring prior to the Effective Time or arising by virtue of the consummation of the Merger, and (b) that Parent shall have recourse to Escrow Shares constituting 10% of the Gross Stockholder Merger Shares based on any other Losses or Expenses; (iv) provide for the procedures by which the Parent Group Members may submit Claims Notices and by which the Stockholders' Representative may challenge such Claims Notices; (v) provide for the release of all Escrow Shares then in escrow to the Stockholders on the date of issuance by Parent's auditor's of the audit report on Parent's financial statements for its fiscal year ending December 31, 1999 (except to extent any such amounts are required to cover Losses or Expenses for which a right to indemnification is asserted in Claim Notices); and (vi) include such other provisions as are customary for such agreements or which the Escrow Holder requires be included for its benefit.
Sample 1
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PREPARATION OF ESCROW AGREEMENT. The parties shall prepare and cause to be executed, prior to or concurrently with the Merger Filing, an escrow agreement among the Company, Parent, the Stockholders' Representative and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement shall, among other matters, (i) appoint the Escrow Agent as the escrow agent thereunder; (ii) provide for the deposit by Parent of the Escrow Shares into the Escrow at or before the Merger Filing; (iii) provide for the release of Escrow Shares to Parent in accordance with the terms thereof, (iv) provide for the procedures by which the Parent Group Members may submit Claims Notices and by which the Stockholders' Representative may challenge such Claims Notices; (v) provide for the release of all Escrow Shares then in escrow to the Stockholders on the date of issuance by Parent's auditor's of the audit report on Parent's financial statements for its fiscal year ending December 31, 2000 (the "Audit Issuance Date") (except to extent any such amounts are required to cover Losses or Expenses for which a right to indemnification is asserted in Claim Notices); and (vi) include such other provisions as are customary for such agreements or which the Escrow Agent requires be included for its benefit. Parent shall pay all fees, costs and expenses incurred in connection with the establishment and administration of the Escrow Agreement.
Sample 1
PREPARATION OF ESCROW AGREEMENT. As soon as practicable after the date hereof, the parties shall prepare and cause to be executed by the parties and by the Stockholders' Representatives, prior to or concurrently with the Merger Filing, an escrow agreement among the Company, Parent, the Stockholders' Representatives and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement shall, among other matters, (i) appoint the Escrow Agent as the escrow agent thereunder, (ii) provide for the deposit by Parent of the Escrow Shares into the Escrow concurrently with the Merger Filing, (iii) provide for the release of Escrow Shares to Parent in accordance with the terms thereof, (iv) provide for the procedures
Sample 1
PREPARATION OF ESCROW AGREEMENT. The parties shall prepare and cause to be executed, prior to or concurrently with the Merger Filing, an escrow agreement among the Company, Parent, the Stockholders' Representative and the Escrow Agent (the "Escrow Agreement"). The Escrow Agreement shall, among other matters, (i) appoint the Escrow Agent as the escrow agent thereunder; (ii) provide for the deposit by Parent of the Escrow Shares into the Escrow at or before the Merger Filing; (iii) provide for the release of Escrow Shares to Parent in accordance with the terms thereof, (iv) provide for the procedures by which the Parent Group Members may submit Claims Notices and by which the Stockholders' Representative may challenge such Claims Notices; (v) provide for the release of all Escrow Shares then in escrow to the Stockholders on the nine month anniversary of the Closing Date (except to extent any such amounts are required to cover Losses or Expenses for which a right to indemnification is asserted in Claim Notices submitted on or prior to such date); and (vi) include such other provisions as are customary for such agreements or which the Escrow Agent requires be included for its benefit.
Sample 1

Related to PREPARATION OF ESCROW AGREEMENT

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Release of Escrow Shares The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ---- any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "Release Notice") setting forth the number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

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

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to Holdings or RMCO in an amount equal to the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include Holdings, RMCO, or RIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

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