Acquisition Escrow Sample Clauses

Acquisition Escrow. Upon exercise of the Option by delivery of either an Exercise Notice or an “OP Notice” (as defined below) by Optionee, the Operating Partnership shall open, within five (5) “Business Days” (as defined below) after the Exercise Date, an escrow with a title insurance company selected by the Operating Partnership and reasonably acceptable to Optionor at an office of such title insurance company located in the county in which the Property is located (or otherwise agreed to by the parties) (the “Escrow Holder”) and shall notify Optionor of the number and location of such escrow (the “Acquisition Escrow”). Within 30 days after the Escrow Date, the parties shall execute a mutually acceptable acquisition agreement containing terms and conditions (including representations and warranties regarding Optionor, the Property and the “Property Indebtedness” (as defined below)) as customary in similar “as is” transactions and, in any case, consistent with this Agreement (which acquisition agreement shall provide for the determination of Fair Market Value in accordance with Section 3.3 below) (an “Acquisition Agreement”) and shall deliver one (1) executed copy (or counterpart copy) of such Acquisition Agreement to executed by such party to the other party, and to the Escrow Holder. Optionor and Optionee shall thereafter execute, acknowledge and deliver any and all such additional documents and agreements reasonably necessary or appropriate to carry out the terms and conditions of the Acquisition Agreement, including, without limitation, a special warranty deed and a xxxx of sale and assignment of leases and contracts. Optionor and Optionee shall further execute and deposit such additional escrow instructions as shall be reasonably required by the Escrow Holder to consummate the transactions contemplated thereby and herewith; provided, however, that in the event of any conflict between the printed portion of any such additional instructions and the provisions of this Agreement or the Acquisition Agreement, the provisions of this Agreement or the Acquisition Agreement, as the case may be, shall control. As used herein, “Business Day” shall mean a day that is not a Saturday, Sunday or legal holiday. In the event that the date for the performance or observance of any covenant or obligation under this Agreement or the Acquisition Agreement shall fall on a Saturday, Sunday or legal holiday, the date for performance thereof shall be extended to the next Business Day. As used here...
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Acquisition Escrow. Upon exercise of the Option, the Transferor ------------------ shall open, within five business days after the Exercise Date, an escrow with a title insurance company selected by the Transferor and reasonably acceptable to the Transferee at an office of such title insurance company in Los Angeles County and shall notify the Transferee of the number and location of such escrow (the "Acquisition Escrow"). Within 30 days after opening the Acquisition ------------------ Escrow, the parties shall execute a mutually acceptable acquisition agreement containing terms and conditions customary in similar transactions and consistent with this Agreement (an "Acquisition Agreement") and shall deliver one executed --------------------- copy to each of the Transferor and the Transferee, and one executed copy to the escrow holder. The Transferor and the Transferee shall thereafter additionally execute, acknowledge and deliver any and all other documents reasonably necessary or appropriate to carry out the terms and conditions of the Acquisition Agreement. The Transferor and the Transferee shall execute and deposit such additional escrow instructions as shall be reasonably required by the escrow holder to consummate the transactions contemplated herewith; provided, however, that in the event of any conflict between the printed portion of any such additional instructions and the provisions of this Agreement, the provisions of this Agreement shall control.
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Acquisition Escrow. Upon exercise of the Option by delivery of either an Exercise Notice or an OP Notice (as defined in Section 4) by the Operating Partnership, Optionor shall open, within five business days after the Exercise Date, an escrow with a title insurance company selected by Optionor and reasonably acceptable to the Operating Partnership at an office of such title insurance company in either Tarrant or Denton County and shall notify the Operating Partnership of the numxxx xxd location of such escrow (the "Acquisition Escrow"). Within 30 days after opening the Acquisition Escrow, the parties shall execute a mutually acceptable acquisition agreement containing terms and conditions customary in similar "as is" transactions and in any case consistent with this Agreement (an "Acquisition Agreement") and shall deliver one executed copy to each of Optionor and the Operating Partnership, and one executed copy to the escrow holder. Optionor and the Operating Partnership shall thereafter additionally execute, acknowledge and deliver any and all other documents reasonably necessary or appropriate to carry out the terms and conditions of the Acquisition Agreement, including a special warranty deed. Optionor and the Operating Partnership shall execute and deposit such additional escrow instructions as shall be reasonably required by the escrow holder to consummate the transactions contemplated herewith; provided, however, that in the event of any conflict between the printed portion of any such additional instructions and the provisions of this Agreement, the provisions of this Agreement shall control.
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Acquisition Escrow. The gross proceeds of the Offering (the "Escrowed Proceeds"), will be held in escrow on behalf of the Subscribers by a Canadian trust company or other escrow agent (the "Escrow Agent"), acceptable to the Corporation and the Underwriters and invested in short term obligations of the Government of Canada or in other short term investment grade debt obligations as agreed to by the Corporation or the Underwriters. An aggregate of Cdn.$87.7 million of the gross proceeds of the Offering will be converted into US$65 million on the Closing and shall be deposited in escrow. The balance of the Escrowed Proceeds will be held in Canadian funds. In the event that prior to 5:00 p.m. (Toronto time) on July 31, 2003 (the "Acquisition Date"):
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Acquisition Escrow. Upon exercise of the Option by delivery of either an Exercise Notice or an “OP Notice” (as defined below) by Optionee, the Operating Partnership shall open, within five (5) “Business Days” (as defined below) after the Exercise Date, an escrow with a title insurance company selected by the Operating Partnership and reasonably acceptable to Optionor at an office of such title insurance company located in the county in which the
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Acquisition Escrow. The escrow provided for in Section 2.2.3 of the ------------------ Master Agreement.
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Related to Acquisition Escrow

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars (“Dollars”) and immediately available funds equal to $578,712,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt by the Depositary of such sum from the Underwriters, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (each, an “Escrow Receipt” and, collectively, the “Escrow Receipts”) (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the “Escrow Interest”) in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which such Escrow Receipt is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement Escrow and Paying Agent Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the “Register”) maintained by the Escrow Agent in the name of the same holder that is the holder of the Certificate to which such Escrow Receipt is attached and may not thereafter be detached from such Certificate to which it is to be affixed. No Escrow Receipt may be assigned or transferred except in connection with the assignment or transfer of the Certificate to which such Escrow Receipt is affixed. After the termination of the Deposit Agreement (or, if applicable, any Replacement Deposit Agreement), no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement.

  • Data Escrow Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Indemnity Escrow At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

  • 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.

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

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