The Escrow Sample Clauses
The Escrow clause establishes that a third party will temporarily hold funds or assets on behalf of the parties involved in a transaction until certain conditions are met. Typically, this means that a buyer deposits payment with an escrow agent, who then releases the funds to the seller only after the agreed-upon obligations—such as delivery of goods or completion of services—are fulfilled. This arrangement protects both parties by ensuring that the seller will only receive payment once their obligations are satisfied, and the buyer’s funds are not released prematurely, thereby reducing the risk of non-performance or fraud.
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The Escrow. The Escrow Holder shall disburse the Escrow Shares in accordance with the following procedures:
(a) If, before March 28, 2007, Jade Capital and/or the Shareholders shall have demonstrated that People’s Republic of China State Federal Drug Agency or other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory approval for Buyer to sell and distribute DR-70® in the People’s Republic of China without qualification (the “Approval to Market DR-70®”), in form and substance satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital shall instruct.
(b) If Jade Capital has not notified Escrow Holder that the SFDA has issued the Approval to Market DR-70® before March 28, 2008, or if Buyer disputes that the purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow Holder to Buyer for cancellation.”
2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No. 1.
The Escrow. 3.1 The Respondent shall be required, in accordance with the CRTSA, to deposit an amount equal to the Security Amount as escrow amount to the account number [●] of the Escrow Agent with [●] (bank clearing Nr. [●], SWIFT code: [●]) (the “Escrow Account”) in accordance with GC 16.2(v) of the CRTSA, i.e., within 10 (ten) calendar days after the appointment of the arbitrators becoming effective pursuant to Art. 5.1 of the Swiss Rules.
3.2 Carrier and Shipper hereby undertake to provide the Escrow Agent at the Escrow Agent's first written request with any such information and documentation as the Escrow Agent at its sole discretion may require in order to comply with applicable Swiss law regarding the prevention of money laundering, including, but not limited to, the disclosure of Carrier's and Shipper's beneficial owners.
3.3 Any interest paid by the bank carrying the Escrow Account in respect of the Security Amount and interest generated by investing the Security Amount in fiduciary deposits pursuant to article 5.1 hereinafter, less applicable taxes, fees and charges, shall upon credit to the Escrow Account automatically become part of the Security Amount and shall be distributed as provided for hereinafter.
The Escrow. The Holdback Escrow Amount will be deposited with the Escrow Agent in conjunction with the purchase of the Assets and in proportion to the Assets that are purchased.
The Escrow. In accordance with the terms of the Merger Agreement, TAS has deposited with the Escrow Agent the Deposit Amount, consisting of funds contributed to its capital by LJH and Owl Creek. The Deposit Amount, plus all interest thereon, shall be held and disposed of in accordance with the terms of this Agreement (the “Escrow”).
The Escrow. Agent acknowledges receipt of and agrees to accept the Deposit and establish and maintain a separate account for each Purchaser's cash portion of the Deposit as provided herein (the "Escrow Account").
The Escrow. As a condition to the Merger Filing, Parent shall deliver certificates evidencing the Escrow Shares to the Escrow Agent, to be held by the Escrow Agent in an escrow account (the "Escrow") in accordance with the provisions of the Escrow Agreement. Within five business days after termination of the Escrow in accordance with the Escrow Agreement, the Escrow Agent shall deliver the Escrow Shares remaining in the Escrow, after all deductions have been made therefrom pursuant to Section 10.1, (I) to each Effective Time Stockholder who surrendered a Stock Certificate and received the Per Share Stock with respect to the shares evidenced by such Stock Certificate, an amount equal to (a) the Per Share Additional Stock, multiplied by (b) the number of shares of Company Common Stock evidenced by such Stock Certificate; and (II) the balance to Parent. Thereafter the Escrow Agent shall not be liable to any Persons claiming any amount of such Escrow Shares; and any subsequent distribution of the balance of such Escrow Shares shall be effected directly with Parent.
The Escrow. The Escrow shall be established on the following terms and conditions:
11.1 The escrow agent shall be Bank of Texas Trust Company, National Association ("Escrow Agent").
11.2 The Escrow shall be governed by the standard form of escrow agreement generally in use by the Escrow Agent (the "Escrow Agreement").
11.3 BOKF shall deliver the Escrow Amount to the Escrow Agent at the Closing. The Escrow Agent shall invest the Escrow Amount in three month certificates of deposit issued by Bank of Texas, National Association ("BOT") on the terms and conditions being offered by BOT to the public at the time of such investment and shall thereafter renew such certificates of deposit upon maturity as to the total amount remaining in the Escrow after payment of any Allowed Claim (for like periods and on the terms and conditions being offered by BOT to the public at the time of such renewal). Interest on the certificates shall be added to the Escrow and deemed part of the Escrow Amount.
11.4 In the event BOKF claims a breach of the representations and warranties of Swiss Avenue Bank arising under this Merger Agreement, BOKF shall give notice of the claim (a "Claim") to the Agent (as hereafter defined). The notice shall identify the representations and warranties which BOKF claims have been breached and describe in reasonable detail the basis of the Claim.
11.5 In the event BOKF makes a Claim(s) prior to the Claim Notice Deadline, the Escrow Agent shall continue to hold the Escrow Amount until such Claim(s) is resolved by (i) the mutual agreement of Agent and BOKF or (ii) a final adjudication determining the merits of the Claim(s), at which time the Escrow shall terminate and the Escrow Agent shall pay (a "Claim Payment") the Claim as mutually agreed or finally adjudicated (an "Allowed Claim").
11.6 The Escrow shall terminate at the later of the Claim Notice Deadline or the date on which all timely noticed Claims have been resolved by mutual agreement or final adjudication and all Allowed Claims, if any, shall have been paid.
11.7 Upon termination of the Escrow the Escrow Amount remaining in the Escrow shall be delivered to the holders of Swiss Avenue Common Stock on the Record Date in accordance with their respective interests.
11.8 The rights of the holders of Swiss Avenue Common Stock to receive payments from the Escrow shall not be assignable or transferable except by operation of law or by intestacy or with the approval of BOKF (which approval shall not be unreasonably ...
The Escrow. As a condition to the Merger Filing, Parent shall deliver the following to the Escrow Agent, to be held by the Escrow Agent in an escrow account (the "Escrow") in accordance with the provisions of the Escrow Agreement the number of Merger Shares equal to 18% of (i) the number of Merger Shares that are included in the Net Merger Shares, less (ii) the number of Merger Shares that will be issuable upon the exercise in full of all of the Options outstanding as of the Efffective Time (the "Escrow Shares"). Within five business days after termination of the Escrow in accordance with the Escrow Agreement, and pursuant to written instructions delivered to the Escrow Agent by the Company and the Stockholders' Representatives, the Escrow Agent shall deliver the Escrow Shares remaining in the Escrow, after all deductions have been made therefrom pursuant to Section 11.1, (I) to each Effective Time Stockholder who surrendered a Stock Certificate and received the Per Share Stock with respect to the shares evidenced by such Stock Certificate, an amount equal to (a) the Per Share Additional Stock, multiplied by (b) the number of shares of Company Common Stock evidenced by such Stock Certificate; and (II) the balance to Parent.
The Escrow. 28 4.1 Establishment of the Escrow Account........................................................ 28 TABLE OF CONTENTS Article V DISMISSAL OF THE CONTRIN ACTIONS; EFFECTIVE DATE OF THIS AGREEMENT......................... 31 5.1 Dismissal of the Contrin Actions........................................................... 31 5.2 Calculation of the Effective Date.......................................................... 32 Article VI RELEASE OF THE RELEASED PERSONS............................................................ 32 Article VII PARTIES TO COOPERATE IN THE PROSECUTION OF THE AUSTRIAN ACTION AND THE FORECLOSURE OF THE PARTIES' CHARGING ORDERS UPON THE AMERSHAM ESTATE; TOEMT............................... 33 7.1 Cooperation in the Prosecution of the Austrian Action...................................... 33 7.2 Cooperation in the Enforcement of the Parties' Charging Orders............................. 34 7.3 Cooperation in the Foreclosure and Sale of the Amersham Estate............................ 34 7.4 Cooperation in the Liquidation of TOEMT.................................................... 35 Article VIII AMENDMENT OF CONTRIN MANAGEMENT AGREEMENTS................................................. 36
The Escrow. From the Purchase Price payable to Seller at Closing, the sum of $250,000 (the "Escrow Amount") shall be retained in escrow with SunTrust Bank, N.A., Atlanta, Georgia (the "Escrow Agent"), to be retained by Escrow Agent and disbursed by Escrow Agent pursuant to the provisions set forth in Section 9.2(d) below and in accordance with the terms and provisions set forth in an Escrow Agreement in the form and content of Exhibit D attached hereto (the "Escrow Agreement"). All interest accrued on the Escrow Amount shall be distributed to Seller by Escrow Agent on a monthly basis.