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 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 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. As the sole and exclusive remedy for the indemnity obligations set forth in Article VII, at the Effective Time, Parent will cause to be delivered to, and directly deposited with JPMorgan Chase Bank or such other escrow agent that is mutually agreeable to the parties (the “ Escrow Agent”), for the account and future potential benefit of the Company’s stockholders, a stock certificate representing ten percent (10%) of the shares of Parent Common Stock to be issued at Closing otherwise issuable to such holders pursuant to Section 1.6, which certificate shall be registered in the name of the Escrow Agent f/b/o the Former Holders of Capital Stock of XLNT Veterinary Care, Inc. All such shares of Parent Common Stock so delivered to the Escrow Agent, together with all subsequent dividends or distributions of cash, other shares of Parent Common Stock or property received in respect of such shares while deposited with the Escrow Agent shall be referred to as “Escrow Shares” and such account containing the Escrow Shares shall be referred to as the “Escrow Fund.” A pro rata number of the Escrow Shares (determined on the basis of the respective pro rata ownership interest of each holder of Company Common Stock immediately prior to the Effective Time, subject to adjustments by the Escrow Agent to eliminate fractional shares) shall be subtracted from the number of shares of Parent Common Stock each holder of Company Common Stock (including Company Common Stock issued upon conversion of Company Preferred Stock) at the Effective Time is entitled to receive pursuant to the Merger. The Escrow Shares shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement, the form of which shall be reasonably acceptable to Parent and the Company (the “Escrow Agreement ”) among the Escrow Agent, Parent and the Stockholders’ Representatives (as hereinafter defined) or the successors thereto pursuant to the terms of the Escrow Agreement. Subject to the provisions of Article VII, the Escrow Shares shall be promptly delivered to the applicable Company stockholders upon expiration of the Survival Period (as defined in Section 7.4(a)).
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. 1.1 Appointment of Escrow Agent
Escrow. As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the certificates for Shares shall be held in escrow by Union Bank of California N.A. (the “Escrow Agent”) until the earlier of (a) the date on which none of the Shares remain subject to the Repurchase Right and (b) the date on which all of the Shares are repurchased by the Buyer pursuant to Section 3.2 (the “Escrow Period”). Notwithstanding the foregoing, however, if the Student Enrollment at all Qualified Educational Institutions is equal to or greater than two hundred thousand (200,000) on December 31, 2010 and there occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, then Seller shall be entitled, by notice given to the Escrow Agent and Buyer, to cause the Escrow Agent to release to Seller a number of shares equal to the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (the “Post IPO Release Right”). Further, the Seller agrees to deliver and deposit with the Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the certificate or certificates evidencing the Shares. The foregoing documents are to be held by the Escrow Agent and delivered by the Escrow Agent in accordance with the Escrow Agreement in the form attached hereto as Exhibit D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the Escrow Agent to be held in escrow in the same manner as such Shares. In the event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of Shares (or substituted securities described in Section 3.5) so repurchased or acquired and (y) the Escrow Agent shall release from escrow and (i) return to Buyer any cash distributions made in respect of such Shares and (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to Seller of any of the Shares held by the Escrow Agent, the Escrow Agent shall also release from escrow to Seller all substitu...
