Protection of Escrow Funds Sample Clauses

Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Funds during their existence, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof.
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Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Shares (and any cash proceeds) during the General Escrow Periods, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of FRT and shall hold and dispose of the Escrow Shares (and any cash proceeds) only in accordance with the terms hereof. Cash dividends paid or any shares of FRT Stock or other equity equivalent securities issued or distributed by FRT in respect of FRT Stock in the General Escrow Fund shall not be added to the General Escrow Fund but shall be distributed to the record holders of the FRT Stock on the record date set for any such dividend. Each RedChip Stockholder immediately prior to the Effective Time shall have voting rights with respect to the shares of FRT Stock contributed to the General Escrow Fund by such RedChip Stockholder (and on any voting securities added to the General Escrow Fund in respect of such shares of FRT Stock).
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Protection of Escrow Funds. The escrow agreement shall direct the Escrow Agent to hold and safeguard the Escrow Funds and to treat such funds in accordance with the terms of this Agreement, and to hold and dispose of the Escrow Funds consistent with the terms hereof.
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Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Funds during the Escrow Period (or such longer period described in Section 7.3(b) in which funds are retained in the Escrow Funds), shall treat such funds as trust funds in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof. The Stockholder Escrow Fund and the Employee Escrow Fund shall be treated as separate and distinct funds by the Escrow Agent, and the funds held in the respective Escrow Funds from time to time shall not be commingled or otherwise combined in any way.
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Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Indemnification Fund, Post Indemnification Fund, Base Portion Fund and the -------------- --------------- Earn-Out Fund (together the "Escrow Funds") until such time as all Consideration Shares, New Shares and dividends in respect of either have been distributed out from such Escrow Funds in accordance with Sections 1.7, 6.2 and Art. VII and / or Art. VIII, shall treat such Escrow Funds as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
Sample 1
Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Funds during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof and the Escrow Agreements. Any shares of Parent Common distributed by Parent (including shares issued upon a stock split) (“New Shares”) in respect of shares of Parent Common in the Share Escrow Fund at the time of issuance or distribution shall be added to the Share Escrow Fund and become a part thereof. Any other property distributed by Parent in respect of shares of Parent Common or other equity securities in the Share Escrow Fund at the time of issuance or distribution shall not be added to the Share Escrow Fund but shall be distributed to the recordholders thereof. Each Securityholder shall have voting rights with respect to the shares of Parent Common contributed to the Share Escrow Fund on behalf of such Securityholder (and on any voting securities added to the Share Escrow Fund in respect of such shares of Parent Common Stock).
Sample 1
Protection of Escrow Funds. The Depositary Agent shall hold and safeguard the Escrow Fund (and any cash proceeds) during the Escrow Period, shall treat each such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund (and any cash proceeds) only in accordance with the terms hereof. Any shares of Parent Stock or other equity equivalent securities issued or distributed by Parent ("New Shares") in respect of Parent Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund. New Shares issued in respect of shares of Parent Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Stock shall not be added to the Escrow Fund but shall be distributed to the record holders of the Parent Stock on the record date set for any such dividend. Each Stockholder immediately prior to the Effective Time shall have voting rights with respect to the shares of Parent Stock contributed to the Escrow Fund by such Stockholder (and on the voting securities added to the Escrow Fund in respect of such shares of Parent Stock).
Sample 1
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Protection of Escrow Funds. The Depositary Agent shall hold and safeguard the Escrow Shares (and any cash proceeds) during the respective Escrow periods, shall treat each such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Shares (and any cash proceeds) only in accordance with the terms hereof. Any shares of Parent Stock or other equity equivalent securities issued or distributed by Parent ("NEW SHARES") in respect of Parent Stock in the General Escrow Fund or the Tax Audit Escrow Fund (the "ESCROW FUNDS") which have not been released from such Escrow Fund shall be added to the appropriate Escrow Fund(s). New Shares issued in respect of shares of Parent Stock which have been released from an Escrow Fund shall not be added to such Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Stock shall not be added to an Escrow Fund but shall be distributed to the record holders of the Parent Stock on the record date set for any such dividend. Each Stockholder immediately prior to the Effective Time shall have voting rights with respect to the shares of Parent Stock contributed to any Escrow Fund by such Stockholder (and on any voting securities added to any Escrow Fund in respect of such shares of Parent Stock).
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Related to Protection of Escrow Funds

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • 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

  • 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.

  • 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.

  • 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:

  • 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.

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

  • 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.

  • 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.

  • Limitation of Escrow Agent’s Liability (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.

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