Escrow Conditions. (a) The duties of the Title Company shall be determined solely by the express provisions of this Agreement. The parties authorize the Title Company, without creating any obligation on the part of the Title Company, in the event this Agreement, the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, becomes involved in litigation, to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of the court in which the litigation is pending and thereupon the Title Company shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Title Company, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of that court and thereupon the Title Company shall be fully relieved and discharged of any further responsibility hereunder.
Escrow Conditions. Mortgage Investments will be funded through an escrow account handled by a title insurance company or by Redwood Mortgage, subject to the following conditions:
Escrow Conditions. The gross proceeds of the Issue less 50% of the Underwriting Fee in the case of the Public Offering (collectively, the “Escrowed Funds”), and the net proceeds of the Concurrent Private Placement, will be held in separate escrows by the Subscription Receipt Agent, together with any interest and other income earned thereon, and invested in short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada, a province of Canada or a Canadian chartered bank provided that such obligation is rated at least A-1 (high) by Standard & Poor’s Ratings Services or R1 (high) by DBRS Inc. (or an equivalent rating by an equivalent rating service) (as contemplated by, or specified in, the Subscription Receipt Agreements), or other approved investments as set forth in the Subscription Receipt Agreements, pending the earlier of the satisfaction of the Escrow Release Condition and the occurrence of a Termination Event. No Dividend Equivalent Payment will be made to holders of Subscription Receipts if a Termination Event occurs. Because 50% of the Underwriting Fee will be paid by the Corporation to the Underwriters on the Closing Date, such amount will not form part of the Escrowed Funds. The Termination Payment will be made from the Escrowed Funds at the time of occurrence of the earliest Termination Event, together with interest or other income actually earned thereon, provided that if the Escrowed Funds, together with any such interest or other income, are insufficient to cover the full amount of the Termination Payment, under the Subscription Receipt Agreement, the Corporation will be required to pay to the Subscription Receipt Agent as agent on behalf of holders of Receipts an amount equal to 50% of the Underwriters’ Fee such that 100% of the gross proceeds of the Public Offering would be returned to holders of Receipts. Upon (i) the Acquisition Closing in all material respects in accordance with the terms of the Scheme without amendment or waiver of any condition of the Offer that, if not met, would, with the consent of the Panel, allow the Corporation to withdraw and not complete the Offer, or (ii) up to 6 business days prior to the Acquisition Closing, if the conditions, undertakings, and other matters to be satisfied, completed and otherwise met prior to the completion of the Acquisition in accordance with the terms of the Scheme (without amendment or waiver of any condition of the Offer that, if not met, would, with the consent ...
Escrow Conditions. NEDAK is currently engaged in negotiations with both its senior lending group led by AgCountry Farm Credit Services (the “Senior Lending Group”) related to a senior secured credit facility (the “Senior Loan”) and Arbor Bank (the “TIF Lender”) for its loan related to its tax increment financing (the “TIF Loan”) to restructure both the Senior Loan and the TIF Loan and address existing defaults under the respective loan agreements (the “Loan Restructuring”). As set forth in the PPM and the Escrow Agreement dated August 9, 2011 between NEDAK and the Escrow Agent (the “Escrow Agreement”), all subscription proceeds received by NEDAK pursuant to the PPM, including the TNDK Subscription Funds, shall be held in escrow until certain conditions are satisfied, including, without limitation, the following:
Escrow Conditions. (a) Upon completion of the offer, issue and sale by the Company of the Subscription Receipts, the gross proceeds from the Offering less the BG Subscriber’s Expense (the “Escrowed Proceeds”) will be held by the Escrow Agent (or such other escrow agent as may be acceptable to the Company and the BG Subscriber), in its capacity as escrow agent thereunder and invested in an interest bearing account (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”) pursuant to the SRA Agreement. The Escrowed Funds shall be released to the Company (or as it may direct), upon the receipt of written confirmation from the Exchange (the “Exchange Confirmation”) that all conditions precedent to the Listing have been satisfied (the “Escrow Release Condition”). As a condition precedent to the release of the Escrowed Funds to the Company, the Chief Executive Officer and Chief Financial Officer of the Company shall certify to the Escrow Agent that the Escrow Release Condition has been satisfied, and a copy of such certification shall be provided to the BG Subscriber together with a copy of the Exchange Confirmation.
Escrow Conditions. For purposes of this Agreement, the “Escrow Conditions” are as follows:
Escrow Conditions. The Escrow Securities shall be forfeited and cancelled in the event that the ViComp Chip does not meet each and every one of the following performance conditions (the "Performance Standards"):
Escrow Conditions. At the closing, Sellers are to deliver to Xxxxx Xxxxxx, Attorney at Law, having an address at 00 Xxxxxx Place, Westport, CT 06880 ("Escrow Agent"), the sum of $15,000.00 to be held in escrow as security for the payment of certain liabilities of Seller, as provided in Article Six (6) above. Escrow Agent shall hold the foregoing $15,000.00 in accordance with this agreement, or a joint instruction signed by Sellers and Purchaser, or separate instructions of like tenor signed by Sellers and Purchaser, or a final judgment of a court of competent jurisdiction.
Escrow Conditions. Upon execution of this Agreement by all parties, Purchaser shall deliver to Gleichenhaus, Mxxxxxxx & Wxxxxxxx, PC, having a mailing address at 40 Xxxxx Xx., Xxxxx 000, Xxxxxxx, XX 00000 ("Escrow Agent"), Purchaser's check in the amount of $10,000 being the amount to be paid by Purchaser upon the execution of this agreement (the "Deposit"). Escrow Agent shall hold the Deposit in accordance with this agreement, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. If Escrow Agent shall receive an instruction from Seller or Purchaser, Escrow Agent may act in accordance with such instruction if the other party shall fail to notify Escrow Agent not to act in accordance with such instruction within ten days after delivery of such instruction by Escrow Agent to said other party. Escrow Agent at any time may deposit the Deposit with a court of competent jurisdiction, and upon notice to Seller and Purchaser of such deposit Escrow Agent shall have no further responsibility or liability hereunder. Escrow Agent hereby is authorized and directed to deliver the Deposit to Seller if, as and when title closes. Seller and Purchaser acknowledge that Escrow Agent is merely a stakeholder, and that Escrow Agent shall not be liable for any act or omission unless taken or suffered in bad faith, in willful disregard of this agreement or involving gross negligence. Without limiting the generality of the foregoing, Escrow Agent shall have no responsibility to protect, demand payment of, collect, or enforce any obligation with respect to the Deposit, or for any diminution of the value, or the failure to earn income, of the Deposit for any cause. Escrow Agent shall not be required to invest the Deposit in an interest bearing account or other income producing investment. All instructions or notices given pursuant to this Section 16 shall be in writing and delivered in accordance with the requirements for notices pursuant to this agreement. For purposes of this Section 16, such instructions and notices shall be deemed delivered on the date of delivery, if by hand, or on the date of mailing, if mailed, except that no instruction or notice to Escrow Agent shall be deemed effectively delivered to Escrow Agent until actual receipt thereof by Escrow Agent.
Escrow Conditions. (i) All of the Account Release Conditions shall have been met or waived in accordance with the Escrow Agreement; and
