The Escrow Agreement. The Escrow Agreement has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by, and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and binding agreement of, the Company, enforceable against the Company in accordance with it terms, except as the enforcement thereof may be limited by the Enforceability
The Escrow Agreement. The Escrow Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and, to the Company’s knowledge, duly executed and delivered by each officer, director and director nominee of the Company and constitutes a valid and legally binding obligation of the Company and the Sponsor and, to the Company’s knowledge, a valid and legally binding obligation of each officer, director and director nominee of the Company, enforceable in accordance with its terms against the Company and the Sponsor and, to the Company’s knowledge, each officer, director and director nominee of the Company,, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
The Escrow Agreement. The Escrow Agreement has been duly authorized by the Issuers and the Escrow Guarantor and, on the Closing Date, will have been duly executed and delivered by, and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and binding agreement of, the Issuers and the Escrow Guarantor, enforceable against the Issuers and the Escrow Guarantor in accordance with its terms, except as the enforcement thereof may be limited by the Enforceability Exceptions. The Escrow Agreement will, on the Closing Date, create in favor of the Trustee, for the benefit of itself and the holders of the Notes, as applicable, a legal, valid and enforceable security interest in the Escrowed Funds described therein as security for the Notes, as applicable, to the extent that a legal, valid, binding and enforceable security interest in such Escrowed Funds may be created under any applicable law of the United States of America and any states thereof, including, without limitation, the applicable Uniform Commercial Code (“UCC”), which security interest, upon execution of the Escrow Agreement, will constitute a fully perfected lien on, and security interest in, all right, title and interest of each Issuer in such Escrowed Funds.
The Escrow Agreement. The escrow securities account agreement by and among the Company and U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), to be dated as of the Closing Date (the “Escrow Agreement”), has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Escrow Agreement will conform in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus.
The Escrow Agreement. The Escrow Agreement has been duly authorized by all necessary corporate action on the part of the Escrow Issuer and the Company and, on the Closing Date, will have been duly executed and delivered by, and, assuming due authorization, execution and delivery by the Trustee and the Escrow Agent, will constitute a valid and legally binding agreement of, the Escrow Issuer and the Company, enforceable against the Escrow Issuer and the Company in accordance with its terms, subject to the Enforceability Exceptions. The Escrow Agreement, when executed and delivered, will create in favor of the Trustee, for the benefit of itself and the holders of the Notes, valid and enforceable security interests in and liens on the Escrow Account and the Escrowed Property, subject to no other liens, charges or encumbrances. Upon execution of the Escrow Agreement, the establishment of the Escrow Account, the issuance of the Notes and the deposit of the Escrowed Property in the Escrow Account by or at the direction of the Escrow Issuer, the lien on and security interest in all of the Escrow Issuer’s right, title and interest in the Escrow Account and the Escrowed Property, granted in favor of the Trustee for the benefit of the holders of the Notes pursuant to the Escrow Agreement, will constitute a perfected security interest in the Escrow Account and the Escrowed Property, which will not be subject to any other lien, charge or encumbrance.
The Escrow Agreement. Subject to Article 6 hereof, the First Option and the Second Option (collectively, the "Options") and all shares issued upon the exercise of the Options shall be held subject to the escrow agreement attached hereto as SCHEDULE "A" to the Initial Employment Agreement (the "Escrow Agreement").
The Escrow Agreement. The Escrow Agreement duly executed by the Stockholders’ Representative and the Escrow Agent.
The Escrow Agreement. The Escrow Agreement duly executed by Buyer and the Escrow Agent.
The Escrow Agreement. (f) The Lease Amendments and the Assignment and Assumption Agreements.
The Escrow Agreement. The foundation of any escrow service is the agreement. Although many escrow agents will offer their own form contract, the vendor and licensee may both profit by having their own terms to present to one another when beginning the escrow discussions. Counsel for either side should be all too familiar with what they and the opposing side require of the escrow, particularly the release conditions which are at the heart of the contract. An attorney representing the licensee is likely to offer liberal release conditions that allow the licensee to receive the deposit materials immediately upon any request. Conversely, as mentioned above, the developer's counsel will insist upon a release only in the event of the vendor's dissolution as a corporate entity and require the licensee to pay all fees associated with the service. While a truly neutral escrow agent is unlikely to take a position on such issues, one may expect the agent to offer suggestions based on their experience and present their own requirements of the contract. The agent is likely to insist on the clarity of such instructions that dictate the terms of release. Vague release requirements benefit no one and often invite extended court battles. The effectiveness of the service is determined by a number of other sections of the agreement. First, the contract should establish a date by which the vendor is required to deliver the deposit materials to the agent. Often an agreement is reached to escrow the materials with an agent, but none of the parties are responsible for ensuring the materials are actually delivered. Second, the developer may want to consider placing restrictions on the licensee's use of the deposit materials should they ever be released. Such conditions usually correspond to the constraints found in the license agreement. Finally, there is the question of the indemnification and liability of the agent holding the materials. It is in these sections that the escrow agent is likely to offer its strongest opinion, insisting on reasonable limits to its liability.
