/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Escrow/0.md
| EXHIBIT 2.4(a)(vii) | = | |||||||
| Ti | = | |||||||
| Doc.Ti | = | Escrow Agreement | ||||||
| 0.sec | = | {This.sec} {That.sec} | ||||||
| This.sec | = | This {Doc.Ti} (“{_Escrow_Agreement}”) is made as of {EffectiveDate.YMD}, by {Buyer.US.N,E,A} (“{_Buyer}”), those individuals who have executed the signature page to this {_Escrow_Agreement} (collectively “{_Sellers}”), {Seller.Representative.US.N,E,A} as {_Sellers'_Representative}, and {Escrow.Agent.US.N,E,A}, as escrow agent (together with its successors in such capacity, the “{_Escrow_Agent}”). This is the {_Escrow_Agreement} referred to in the {SPA.Doc.Ti} (the “{_Purchase_Agreement}”), dated {SPA.EffectiveDate.YMD}, between {_Buyer} and {_Sellers}. Capitalized terms used in this {_Escrow_Agreement} without definition have the respective meanings given to them in the {_Purchase_Agreement}. | ||||||
| That.sec | = | The parties, intending to be legally bound, agree as follows: | ||||||
| Deposit.Ti | = | Establishment of Escrow | ||||||
| Deposit.1.sec | = | {_Buyer} is depositing with {_Escrow_Agent} {Price.Escrow.Sum.$} by wire transfer (as increased by any income thereon and as reduced by any disbursements, amounts withdrawn under Paragraph 5(j), or losses on investments, the “{_Escrow_Fund}”). {_Escrow_Agent} acknowledges receipt of the {_Escrow_Fund}. | ||||||
| Deposit.2.sec | = | {_Escrow_Agent} agrees to act as escrow agent and to hold, safeguard, and disburse the {_Escrow_Fund} pursuant to the terms and conditions of this {_Escrow_Agreement}. | ||||||
| Deposit. | = | [G/Z/ol-a/s2] | ||||||
| Invest.Ti | = | Investment of {_Escrow_Fund} | ||||||
| Invest.sec | = | Except as {_Buyer} and {_Sellers'_Representative} may from time to time jointly instruct {_Escrow_Agent} in writing, the {_Escrow_Fund} shall be invested from time to time, to the extent possible, in United States Treasury bills having a remaining maturity of 90 days or less and repurchase obligations secured by such United States Treasury bills, with any remainder being deposited and maintained in a money market deposit account with {_Escrow_Agent}, until disbursement of the entire {_Escrow_Fund}. {_Escrow_Agent} is authorized to liquidate, in accordance with its customary procedures, any portion of the {_Escrow_Fund} consisting of investments to provide for payments required to be made under this {_Escrow_Agreement}. {_Escrow_Agent} is authorized to execute purchases and sales of any such investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. | ||||||
| Invest. | = | [G/Z/ol/Base] | ||||||
| Claim.Ti | = | Claims | ||||||
| Claim.1.sec | = | From time to time on or before {Escrow.Claim.Deadline.YMD}, {_Buyer} may give notice (a “{_Claim_Notice}”) to {_Sellers'_Representative} and {_Escrow_Agent} specifying in reasonable detail the nature and dollar amount of any claim (a “{_Claim}”) it may have under Article 11 of the {_Purchase_Agreement}. {_Buyer} may make more than one {_Claim} with respect to any underlying state of facts. If {_Sellers'_Representative} gives notice to {_Buyer} and {_Escrow_Agent} disputing any {_Claim} (a “{_Counter_Notice}”) within 30 days of the effectiveness of the {_Claim_Notice} regarding such {_Claim}, such {_Claim} shall be paid as provided in Paragraph 3(b). If no {_Counter_Notice} is effective within such 30 day period, the dollar amount of the {_Claim} as set forth in the {_Claim_Notice} shall be deemed established for purposes of this {_Escrow_Agreement} and the {_Purchase_Agreement}, and {_Escrow_Agent} shall promptly pay to {_Buyer} the dollar amount claimed in the {_Claim_Notice} from (and only to the extent of) the {_Escrow_Fund}. {_Escrow_Agent} shall not inquire into or consider whether a {_Claim} complies with the requirements of the {_Purchase_Agreement}. | ||||||
| Claim.2.sec | = | If a {_Counter_Notice} is given disputing any {_Claim}, {_Escrow_Agent} shall make payment with respect to such {_Claim} only in accordance with (i) joint written instructions of {_Buyer} and {_Sellers'_Representative}, or (ii) a final nonappealable order of a court of competent jurisdiction. {_Escrow_Agent} shall act on such written instructions or court order without further question. | ||||||
| Claim. | = | [G/Z/ol-a/s2] | ||||||
| Stop.Ti | = | Termination of Escrow | ||||||
| Stop.sec | = | On {Escrow.Release.Begin.YMD}, and from time to time thereafter, {_Escrow_Agent}, in accordance with instructions delivered by {_Sellers'_Representative}, shall pay and distribute the {_Escrow_Fund} to {_Sellers'_Representative} in accordance with (i) joint written instructions of {_Buyer} and {_Sellers'_Representative}, or (ii) a final nonappealable order of a court of competent jurisdiction. {_Escrow_Agent} shall act on such written instructions or court order without further question. | ||||||
| Stop. | = | [G/Z/ol/Base] | ||||||
| AgentDuty.Ti | = | Duties of {_Escrow_Agent} | ||||||
| AgentDuty.1.sec | = | {_Escrow_Agent} shall not be under any duty to give the {_Escrow_Fund} any greater degree of care than it gives its own similar property and shall not be required to invest any funds held under this {_Escrow_Agreement} except as directed in this {_Escrow_Agreement}. Uninvested funds held under this {_Escrow_Agreement} shall not earn or accrue interest. | ||||||
| AgentDuty.2.sec | = | {_Escrow_Agent} shall not be liable for actions or omissions under this {_Escrow_Agreement}, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against {_Escrow_Agent}. The other parties shall jointly and severally indemnify and hold harmless {_Escrow_Agent} (and any successor {_Escrow_Agent}) from and against, and shall pay to {_Escrow_Agent} the amount of, and reimburse {_Escrow_Agent} for, any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this {_Escrow_Agreement}. Without limiting the foregoing, {_Escrow_Agent} shall in no event be liable in connection with its investment or reinvestment of any cash held by it in good faith in accordance with the terms of this {_Escrow_Agreement}, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the {_Escrow_Fund}, or any loss of interest incident to any such delays. | ||||||
| AgentDuty.3.sec | = | {_Escrow_Agent} shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument, or other writing delivered to it pursuant to this {_Escrow_Agreement} without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. {_Escrow_Agent} may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give the receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. {_Escrow_Agent} may conclusively presume that the representative of any party to this {_Escrow_Agreement} has full power and authority to instruct {_Escrow_Agent} on behalf of that party unless written notice to the contrary is delivered to {_Escrow_Agent}. | ||||||
| AgentDuty.4.sec | = | {_Escrow_Agent} may act pursuant to the advice of counsel with respect to any matter relating to this {_Escrow_Agreement} and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. | ||||||
| AgentDuty.5.sec | = | {_Escrow_Agent} does not have any interest in the {_Escrow_Fund} but is serving as escrow holder only and has only possession thereof. Any payments of income from the {_Escrow_Fund} shall be subject to withholding regulations then in force with respect to United States taxes. The parties will provide {_Escrow_Agent} with appropriate Internal Revenue Service Forms W-9 for tax identification number certification or nonresident alien certifications. | ||||||
| AgentDuty.6.sec | = | {_Escrow_Agent} makes no representation as to the validity, value, genuineness, or the collectability of any security or other document or instrument held by or delivered to it. | ||||||
| AgentDuty.7.sec | = | {_Escrow_Agent} shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under this {_Escrow_Agreement}. | ||||||
| AgentDuty.8.sec | = | {_Escrow_Agent} may at any time resign as such by delivering the {_Escrow_Fund} to any successor {_Escrow_Agent} jointly designated by {_Buyer} and the {_Sellers'_Representative} in writing, or to any court of competent jurisdiction, whereupon {_Escrow_Agent} shall be discharged of and from any and all further obligations arising in connection with this {_Escrow_Agreement}. The resignation of {_Escrow_Agent} will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the other parties. If at that time {_Escrow_Agent} has not received a designation of a successor {_Escrow_Agent}, {_Escrow_Agent}’s sole responsibility after that time shall be to retain and safeguard the {_Escrow_Fund} until receipt of a designation of successor {_Escrow_Agent} or a joint written disposition instruction by the other parties or a final nonappealable order of a court of competent jurisdiction. | ||||||
| AgentDuty.9.sec | = | In the event of any disagreement among the other parties resulting in adverse claims or demands being made in connection with the {_Escrow_Fund} or in the event that {_Escrow_Agent} is in doubt as to what action it should take under this {_Escrow_Agreement}, {_Escrow_Agent} shall be entitled to retain the {_Escrow_Fund} until {_Escrow_Agent} shall have received (i) joint written instructions of {_Buyer} and {_Sellers'_Representative}, or (ii) a final nonappealable order of a court of competent jurisdiction. {_Escrow_Agent} shall act on such written instructions or court order without further question. | ||||||
| AgentDuty.10.sec | = | {_Buyer} and {_Sellers} shall pay {_Escrow_Agent} compensation (as payment in full) for the services to be rendered by {_Escrow_Agent} under this {_Escrow_Agreement} of {Escrow.Agent.Fee.AtSigning.Sum.$} at the time of execution of this {_Escrow_Agreement} and {Escrow.Agent.Fee.Annual.Sum.$} annually thereafter, and agree to reimburse {_Escrow_Agent} for all reasonable expenses, disbursements, and advances incurred or made by {_Escrow_Agent} in the performance of its duties (including reasonable fees, expenses, and disbursements of its counsel). Any such compensation and reimbursement to which {_Escrow_Agent} is entitled shall be borne 50% by {_Buyer} and 50% by {_Sellers'_Representative} in its representative capacity. Any fees or expenses of {_Escrow_Agent} or its counsel that are not paid as provided for in this {_Escrow_Agreement} may be taken from any property held by {_Escrow_Agent} under this {_Escrow_Agreement}. | ||||||
| AgentDuty.11.sec | = | No printed or other matter in any language (including prospectuses, notices, reports, and promotional material) that mentions {_Escrow_Agent}’s name or the rights, powers, or duties of {_Escrow_Agent} shall be issued by the other parties or on such parties’ behalf unless {_Escrow_Agent} shall first have given its specific written consent thereto. | ||||||
| AgentDuty.12.sec | = | The other parties authorize {_Escrow_Agent}, for any securities held under this {_Escrow_Agreement}, to use the services of any United States central securities depository it reasonably deems appropriate, including the Depository Trust Company and the Federal Reserve Book Entry System. | ||||||
| (m) In the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held under this {_Escrow_Agreement}, or (ii) {_Escrow_Agent} shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this {_Escrow_Agreement}, whether because of conflicting demands by the other parties or otherwise, {_Escrow_Agent} shall be permitted to interplead all of the assets held under this {_Escrow_Agreement} into a court of competent jurisdiction and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties other than {_Escrow_Agent} further agree to pursue any redress or recourse in connection with such a dispute without making {_Escrow_Agent} a party to same. | = | |||||||
| AgentDuty.13.sec | = | {_Escrow_Agent} shall have only those duties as are specifically provided in this {_Escrow_Agreement}, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties. {_Escrow_Agent} shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document between the other parties in connection herewith, including the {_Purchase_Agreement}. This {_Escrow_Agreement} sets forth all matters pertinent to the escrow contemplated by this {_Escrow_Agreement}, and no additional obligations of {_Escrow_Agent} shall be inferred from the terms of this {_Escrow_Agreement} or any other agreement. In no event shall the {_Escrow_Agent} be liable, directly or indirectly, for (i) damages or expenses arising out of the services provided under this {_Escrow_Agreement}, other than damages which result from the {_Escrow_Agent}’s failure to act in accordance with the standards set forth in this {_Escrow_Agreement}, or (ii) special or consequential damages, even if the {_Escrow_Agent} has been advised of the possibility of such damages. | ||||||
| AgentDuty.14.sec | = | This Paragraph 5 shall survive notwithstanding any expiration or termination of this {_Escrow_Agreement} or the resignation of {_Escrow_Agent}. | ||||||
| AgentDuty. | = | [G/Z/ol-a/s14] | ||||||
| Limit.Ti | = | Limited Responsibility | ||||||
| Limit.sec | = | This {_Escrow_Agreement} expressly sets forth all the duties of {_Escrow_Agent} with respect to any and all matters pertinent to this {_Escrow_Agreement}. No implied duties or obligations shall be read into this {_Escrow_Agreement} against {_Escrow_Agent}. | ||||||
| Limit. | = | [G/Z/ol/Base] | ||||||
| Ownership.Ti | = | Ownership for Tax Purposes | ||||||
| Ownership.sec | = | For purposes of federal and other taxes based on income, {_Buyer} will be treated as owner of the {_Escrow_Fund} and shall report all income, if any, that is earned on, or derived from, the {_Escrow_Fund} as its income and in the taxable year or years in which such income is properly includible, and pay any taxes attributable thereto. | ||||||
| Ownership. | = | [G/Z/ol/Base] | ||||||
| Transfer.Ti | = | No Transfer or Encumbrance: Security Interest | ||||||
| Transfer.1.sec | = | Neither the {_Escrow_Fund} nor any beneficial interest therein may be pledged, encumbered, sold, assigned, or transferred (including any transfer by operation of law) by {_Sellers}, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of {_Sellers}, prior to the delivery of such {_Escrow_Fund} to {_Sellers'_Representative} by the {_Escrow_Agent} in accordance with this {_Escrow_Agreement}. The {_Escrow_Agent} shall have no responsibility for determining or enforcing compliance with this Paragraph 8(a), except that the {_Escrow_Agent} shall retain possession of the {_Escrow_Funds} pursuant to Paragraph 1(b). | ||||||
| Transfer.2.sec | = | 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. | ||||||
| Transfer. | = | [G/Z/ol-a/s2] | ||||||
| Misc.Ti | = | Miscellaneous | ||||||
| Misc.Entire.Ti | = | Entire Agreement | ||||||
| Misc.Entire.sec | = | This {_Escrow_Agreement} supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. | ||||||
| Misc.Entire. | = | [G/Z/ol/Base] | ||||||
| Misc.Amend.Ti | = | Modification | ||||||
| Misc.Amend.sec | = | This {_Escrow_Agreement} may only be amended, supplemented, or otherwise modified by a writing executed by the parties. | ||||||
| Misc.Amend. | = | [G/Z/ol/Base] | ||||||
| Misc.Assign.Ti | = | Assignments and Successors | ||||||
| Misc.Assign.sec | = | No party may assign any of its rights or delegate any of its obligations under this {_Escrow_Agreement} without the prior consent of the other parties, except that {_Buyer} may assign any of its rights and delegate any of its obligations under this {_Escrow_Agreement} to any {_Subsidiary} of {_Buyer} and to the purchaser of {Escrow.Assign.PurchaserOf.cl} of the equity securities or business of the Acquired Companies and may collaterally assign its rights under this {_Escrow_Agreement} to any financial institution providing financing in connection with the purchase of the Shares. Any purported assignment of rights or delegation of obligations in violation of this Paragraph 9(c) will be void. Subject to the foregoing, this {_Escrow_Agreement} will apply to, be binding in all respects upon, and inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and permitted assigns of the parties. | ||||||
| Note | = | or "a substantial part of" | ||||||
| Escrow.Assign.PurchaserOf.cl | = | all or substantially all | ||||||
| Misc.Assign. | = | [G/Z/ol/Base] | ||||||
| Misc.3Party.Ti | = | No Third-Party Rights | ||||||
| Misc.3Party.sec | = | No Person other than the parties will have any legal or equitable right, remedy, or claim under or with respect to this {_Escrow_Agreement}. This {_Escrow_Agreement} may be amended or terminated, and any provision of this {_Escrow_Agreement} may be waived, without the consent of any Person who is not a party to this {_Escrow_Agreement}. | ||||||
| Misc.3Party. | = | [G/Z/ol/Base] | ||||||
| Misc.Law.Ti | = | Governing Law | ||||||
| Misc.Law.sec | = | All matters relating to or arising out of this {_Escrow_Agreement} and the rights of the parties (whether sounding in contract, tort, or otherwise) will be governed by and construed and interpreted under the laws of {Law.State.the}, without regard to conflicts of laws principles that would require the application of any other law. | ||||||
| Misc.Law. | = | [G/Z/ol/Base] | ||||||
| Misc.Cumulate.Ti | = | Remedies Cumulative | ||||||
| Misc.Cumulate.sec | = | The rights and remedies of the parties are cumulative and not alternative. | ||||||
| Misc.Cumulate. | = | [G/Z/ol/Base] | ||||||
| Misc.Tribunal.Ti | = | Jurisdiction; Service of Process | ||||||
| Misc.Tribunal.sec | = | Except as otherwise provided in this {_Escrow_Agreement}, any Proceeding arising out of or relating to this {_Escrow_Agreement} shall be brought in {Tribunal.State.cl}, or, if it has or can acquire jurisdiction, in {Tribunal.USDC.cl}, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this {_Escrow_Agreement} in any other court. Each party acknowledges and agrees that this Paragraph 9(g) constitutes a voluntary and bargained-for agreement between the parties. Process in any Proceeding referred to in the first sentence of this Paragraph 9(g) may be served on any party anywhere in the world. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Paragraph 9(k). Nothing in this Paragraph 9(g) will affect the right of any party to serve legal process in any other manner permitted by law or at equity. | ||||||
| Misc.Tribunal. | = | [G/Z/ol/Base] | ||||||
| Misc.NoJury.Ti | = | Waiver of Jury Trial | ||||||
| Misc.NoJury.sec | = | Each party, knowingly, voluntarily, and intentionally, waives its right to trial by jury in any proceeding arising out of or relating to this {_Escrow_Agreement}, whether sounding in contract, tort, or otherwise. | ||||||
| Misc.NoJury. | = | [G/Z/ol/Base] | ||||||
| Misc.AttyFee.Ti | = | Attorneys’ Fees | ||||||
| Misc.AttyFee.sec | = | In the event any Proceeding is brought in respect of this {_Escrow_Agreement}, the prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in such Proceeding, in addition to any relief to which such party may be entitled. | ||||||
| Misc.AttyFee. | = | [G/Z/ol/Base] | ||||||
| Misc.Waive.Ti | = | No Waiver | ||||||
| Misc.Waive.sec | = | Neither any failure nor any delay by any party in exercising any right, power, or privilege under this {_Escrow_Agreement} or any of the documents referred to in this {_Escrow_Agreement} will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Legal Requirements, (i) no claim or right arising out of this {_Escrow_Agreement} or any of the documents referred to in this {_Escrow_Agreement} can be waived by a party, in whole or in part, unless made in a writing signed by such party, (ii) a waiver given by a party will only be applicable to the specific instance for which it is given, and (iii) no notice to or demand on a party will (A) waive or otherwise affect any obligation of that party, or (B) affect the right of the party giving such notice or demand to take further action without notice or demand as provided in this {_Escrow_Agreement} or the documents referred to in this {_Escrow_Agreement}. | ||||||
| Misc.Waive. | = | [G/Z/ol/Base] | ||||||
| Misc.Notice.Ti | = | Notices | ||||||
| Misc.Notice.sec | = | All notices and other communications required or permitted by this {_Escrow_Agreement} will be in writing and will be effective, and any applicable time period shall commence when (i) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid), addressed to the following address, or (ii) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address, or Person as a party may designate by notice to the other parties): | ||||||
| Misc.Notice. | = | [G/Z/ol/Base] | ||||||
| Misc.Sever.Ti | = | Severability | ||||||
| Misc.Sever.sec | = | If any provision of this {_Escrow_Agreement} is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this {_Escrow_Agreement} will remain in full force and effect. Any provision of this {_Escrow_Agreement} held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. | ||||||
| Misc.Sever. | = | [G/Z/ol/Base] | ||||||
| Misc.Urgent.Ti | = | Time of Essence | ||||||
| Misc.Urgent.sec | = | With regard to all dates and time periods set forth or referred to in this {_Escrow_Agreement}, time is of the essence. | ||||||
| Misc.Urgent. | = | [G/Z/ol/Base] | ||||||
| Misc.Counterpart.Ti | = | Counterparts/Electronic Signatures | ||||||
| Misc.Counterpart.sec | = | This {_Escrow_Agreement} and other documents to be delivered pursuant to this {_Escrow_Agreement} may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this {_Escrow_Agreement} or other document to be delivered pursuant to this {_Escrow_Agreement} whose image is transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this {_Escrow_Agreement} or other document to be delivered pursuant to this {_Escrow_Agreement}, including executed signature pages where required, by electronic transmission will constitute effective delivery of this {_Escrow_Agreement} or such other document for all purposes. | ||||||
| Misc.Counterpart. | = | [G/Z/ol/Base] | ||||||
| Misc.xlist | = | |||||||
| Misc. | = | [G/Z/ol/Base] | ||||||
| = | ||||||||
| xlist | = | |||||||
| 00.sec | = | {By.0.sec} {Sign.Sec} {Annexes.Sec} | ||||||
| By.0.sec | = | IN WITNESS WHEREOF, the parties have executed and delivered this {_Escrow_Agreement} as of the date first written above. | ||||||
| Sign.Sec | = |
| ||||||
| Annexes.Sec | = | Schedule A Pro Rata Shares: {Seller.Share.List} | ||||||
| = | [G/Z/ol/Base] | |||||||