/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Escrow/0.md
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The parties acknowledge and agree that {_Sellers}’ interest in the {_Escrow_Fund} is merely a contingent right to payment from the {_Escrow_Fund}, and that neither a voluntary or involuntary case under any applicable bankruptcy, insolvency, or similar law nor the appointment of a receiver, trustee, custodian, or similar official in respect of any {_Seller} (any of which, a “Bankruptcy Event”) shall increase such {_Seller}’s interest in the {_Escrow_Fund} or affect, modify, convert, or otherwise change any right such {_Seller} or its estate may have to the {_Escrow_Fund}. Accordingly, in order to assure the foregoing result even if it is determined by a court of competent jurisdiction (whether or not in connection with a Bankruptcy Event) that a {_Seller} has an interest in the {_Escrow_Fund} that is greater than a contingent right of payment from the {_Escrow_Fund} payable only in accordance with the provisions of this {_Escrow_Agreement}, each {_Seller} hereby grants to {_Buyer}, jointly and severally, effective as of the date of this {_Escrow_Agreement}, a security interest in, and hereby pledges and assigns to {_Buyer}, all of such {_Seller}’s right, title, and interest in the {_Escrow_Fund} (except for such {_Seller}’s contractual rights thereto under this {_Escrow_Agreement}) to secure {_Buyer}’s rights in such {_Seller}’s obligations under this {_Escrow_Agreement}. {_Escrow_Agent} acknowledges that {_Buyer} has a security interest in the {_Escrow_Fund}, and all funds and instruments comprising the {_Escrow_Fund} from time to time, and {_Escrow_Agent} is maintaining the {_Escrow_Fund} subject to such security interest. The parties agree that this Paragraph 8(b) shall establish “control,” as defined in Sections 9-104 and 8-106 of the Uniform Commercial Code (the “UCC”), as enacted in {Law.State.the}, and as amended from time to time, of the {_Escrow_Fund}, which control is effective to perfect {_Buyer}’s security interest in the {_Escrow_Fund}. For purposes of giving effect to such control, the parties agree that if {_Escrow_Agent} shall receive any instruction from {_Buyer} regarding disposition of the {_Escrow_Fund} after {_Buyer} has failed to receive any payment required to be made to it pursuant to Paragraph 3, {_Escrow_Agent} shall comply with such direction without further consent by {_Sellers} or any other person, provided that this provision shall in no way diminish or affect any rights which {_Sellers} may have or be entitled to pursue against {_Buyer} for taking action in violation of other provisions of this {_Escrow_Agreement} or the {_Purchase_Agreement}. {_Escrow_Agent} and each {_Seller} shall take all actions as may be reasonably requested in writing of it by {_Buyer} to perfect or maintain the security interest created by {_Sellers} in the {_Escrow_Fund}. {_Buyer} is authorized by the other parties to file UCC financing statements to perfect {_Buyer}’s security interest, with or without execution by the other parties, to the extent permitted by applicable law. Such security interest shall automatically be released with respect to any funds properly distributed from the {_Escrow_Fund} pursuant to the terms of this {_Escrow_Agreement}. {_Buyer} agrees to execute such instruments of release and termination of the security interest granted under this {_Escrow_Agreement} with respect to any funds properly distributed from the {_Escrow_Fund} received by {_Sellers'_Representative} pursuant to the terms hereof, as may be reasonably requested.