Common use of The Escrow Clause in Contracts

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 withheld, delayed, or denied) and will not be evidenced by any certificate or other evidence of ownership. 11.9 BOKF shall pay the fees and costs of the Escrow Agent with respect to the Escrow.

The Escrow. The Escrow shall be established on the following terms and conditions: 11.1 10.1 The escrow agent shall be Bank of Texas Trust Company, National Association ("Escrow Agent"). 11.2 10.2 The Escrow shall be governed by the standard form of escrow agreement generally in use by the Escrow Agent (the "Escrow Agreement")) a copy of which is set forth as Exhibit 10.2. 11.3 10.3 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 10.4 In the event BOKF claims a breach of the representations and warranties of Swiss Avenue Mid-Cities and Mid-Cities Bank arising under this Merger Agreement, BOKF shall give notice of the claim (a "Claim") to Wi▇▇▇▇▇ ▇. ▇▇▇▇ (the Agent (as hereafter defined"Agent"). 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 10.5 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 10.6 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 paidpaid to BOKF. 11.7 10.7 Upon termination of the Escrow Escrow, the Escrow Amount remaining in the Escrow shall be delivered to the holders of Swiss Avenue Mid-Cities Common Stock on the Record Date in accordance with their respective interests, including any Cashless Stock Option Exercises. 11.8 10.8 The rights of the holders of Swiss Avenue Mid-Cities 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 withheld, delayed, or denied) and will not be evidenced by any certificate or other evidence of ownership. 11.9 10.9 BOKF shall pay the fees and costs of the Escrow Agent with respect to the Escrow. 10.10 The Agent shall be Wi▇▇▇▇▇ ▇.