Escrow. Escrow shall be opened by Seller and funds deposited in escrow upon acceptance of this Agreement by both parties. The escrow holder will be a nationally-recognized escrow company selected by Seller. A copy of this Agreement will be delivered to the escrow holder and will serve as escrow instructions together with the escrow holder's standard instructions and any additional instructions required by the escrow holder to clarify its rights and duties (and the parties agree to sign these additional instructions). If there is any conflict between these other instructions and this Agreement, this Agreement will control.
Escrow. The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions.
Escrow. The escrow agent is not (i) a party to this contract and does not have liability for the performance or nonperformance of any party to this contract, (ii) liable for interest on the xxxxxxx money and (iii) liable for the loss of any xxxxxxx money caused by the failure of any financial institution in which the xxxxxxx money has been deposited unless the financial institution is acting as escrow agent.
Escrow. The Corporation shall have the right to hold the Purchased Shares in escrow until those shares have vested in accordance with the Vesting Schedule.
Escrow. The Secretary of the Company or such other escrow holder as the Committee may appoint may retain physical custody of the certificates representing the Shares until all of the restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed; in such event the Participant shall not retain physical custody of any certificates representing unvested Shares issued to him.
Escrow. At the Effective Time, the Escrow Amount shall be delivered or caused to be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially the form attached as Exhibit D hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 13 The Escrow Agreement shall be entered into prior to the Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the holders of Company Stock and, in the case of the Principal Stockholders, their execution and delivery of this Agreement, shall constitute approval by such holders, as to the specific terms of the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Stockholders’ Representative, as provided for herein and in the Escrow Agreement. The release of the Escrow Funds (or any portion thereof) will ...
Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, without the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to object to the release of the Xxxxxxx Money Deposit by giving written notice of such objection to the requesting party and Escrow Agent. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000.
Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party hereto.
Escrow. The Escrow Agent can incur reasonable expenses in connection with its duties and incur legal fees and expenses in connection with this Agreement with any firm, and such expenses shall be paid or reimbursed, as the case may be, in accordance with Section 7 of this Agreement. In the event that the conditions of this Agreement are not properly fulfilled, or if the Escrow Agent renders any service not provided for in this Agreement, or if the parties request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary service and reimbursed for all reasonable costs, attorneys' fees and expenses of any firm occasioned by such default, delay, controversy or litigation and the Escrow Agent shall have the right to retain all documents and/or other things of value at any time held by Escrow Agent in this escrow until such compensation, fees, costs, and expenses are paid.
Escrow. 1.1 Appointment of Escrow Agent
