General Escrow Account Sample Clauses

General Escrow Account. “General Escrow Account” shall have the meaning set forth in Section 1.2(b)(i).
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General Escrow Account. The Escrow Agent hereby agrees to hold, invest, and disburse the Escrowed Property in such account (the “General Escrow Account”) as expressly provided in this General Escrow Agreement. The Escrow Agent will hold and safeguard the Escrowed Property in the General Escrow Account during the term of this General Escrow Agreement, will treat the Escrowed Property in accordance with the terms of this General Escrow Agreement and not as the property of Parent or the Shareholders’ Representative, and will hold and dispose of the Escrowed Property only in accordance with the express (and not implied) terms of this General Escrow Agreement. As security for the due and punctual performance of any and all of the obligations of the Parent and the Shareholders’ Representative to the Escrow Agent hereunder, now or hereafter arising, the Parent and the Shareholders’ Representative, jointly and severally, on behalf of themselves and the holders of Company Shares, hereby pledge, assign and grant to the Escrow Agent a continuing security interest in, and a general lien on, the Escrowed Property, the General Escrow Account and all distributions thereon or additions thereto (whether such additions are the result of deposits by the Parent or the Shareholders’ Representative or the investment of the Escrowed Property). The security interest and lien of the Escrow Agent shall at all times be first priority and valid, perfected and enforceable by Escrow Agent against the Parent and the Shareholders’ Representative and all third parties in accordance with the terms of this General Escrow Agreement. Notwithstanding the above-referenced security interest and lien, the Escrow Agent shall follow the procedures set forth in Article 9 prior to exercising its rights under this paragraph. The Escrow Agent hereby acknowledges receipt from the Parent of the Note. Upon receipt from the transfer agent for the Common Stock, the Escrow Agent will acknowledge confirmation that shares of Common Stock have been registered in the name of the Escrow Agent. Any stock or securities issued with respect to the Common Stock as a result of a stock split, stock dividend, reclassification, merger, business combination or other event shall without any further act be deemed to be part of the General Escrow Amount and shall be registered in the name of the Escrow Agent or its nominee. Any dividends, distributions, interest, income or earnings on any of the Common Stock payable in cash or the Note shall be deli...
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General Escrow Account. Within five (5) Business Days after receiving either (a) Joint Instructions, (b) an Arbitration Award or (c) a Court Order relating to the release of any Escrowed Shares from the General Escrow Account, the Escrow Agent shall release or cause to be released any such Escrowed Shares, in the amounts, to the Persons and in the manner set forth in such Joint Instructions, Arbitration Award or Court Order. Any Arbitration Award or Court Order shall be accompanied by a legal opinion by counsel for the presenting party, reasonably satisfactory to the Escrow Agent, to the effect that said Arbitration Award or Court Order is a final adjudication of the rights of the Interested Parties by the Arbitrator or court of competent jurisdiction, as applicable, and that the time for appeal from such Arbitration Award or Court Order has expired without an appeal having been perfected. Any such Arbitration Award or Court Order, together with the above-referenced legal opinion by counsel for the presenting party, shall be full and complete authorization and protection in respect of Escrow Agent’s release of Escrowed Shares from the General Escrow Account in the amounts, to the Persons and in the manner specified in such Arbitration Award or Court Order.
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General Escrow Account. The Parties shall have opened the General Escrow Account.
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General Escrow Account. 2.2(c) General Escrow Agreement......................................... 2.2(c) General Escrow Amount............................................ 2.2(c) Guarantors.......................................................
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General Escrow Account. At the Closing, Purchaser shall deposit in cash with the Escrow Agent the General Escrow Amount, which shall be for purposes of securing the Sellers’ obligations under ARTICLE XI. The General Escrow Amount will be held by the Escrow Agent in accordance with the Escrow Agreement. Pursuant to ARTICLE XI, upon the final determination of any amounts to be distributed from the General Escrow Account pursuant to this Agreement, Parent and Agent shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such amounts to the applicable party. On the date that is no later than three Business Days after the 18 month anniversary of the Closing Date (the “Release Date”), Parent and Agent shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute all, or the remaining portion, of the General Escrow Amount as directed by Agent.
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General Escrow Account. From and after the Closing, any indemnification to which any Buyer Indemnitee is entitled under Section 10.2.1 (other than Section 10.2.1(d)) shall be first satisfied by recouping all of such Losses from the General Escrow Account in accordance with the terms of the Escrow Agreement until the General Escrow Account is exhausted or released pursuant to the terms of the Escrow Agreement. If the General Escrow Account is not sufficient to pay the entire amount of the Losses, such Buyer Indemnitee shall have all other rights and remedies available to it pursuant to this Agreement to recover any remaining amount directly from Seller. Following the [***] of the Closing Date, Buyer and Seller shall jointly instruct the Escrow Agent to release any remaining funds in the General Escrow Account in accordance with the terms of the Escrow Agreement.
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General Escrow Account. All funds received in the Escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of Idaho. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments shall be made on the basis of a thirty (30)-day month.
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Related to General Escrow Account

  • 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.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this 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 Accounts Subject to the terms of the related Deferred Servicing Agreement, Seller shall be entitled to withdraw funds from any Escrow Account related to a Deferred Servicing Agreement only for the purposes permitted in the applicable Servicing Agreement.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Seller shall segregate and hold all funds collected and received pursuant to each 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 time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by Escrow Account Letter Agreement in the form of Exhibit 8.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

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