Escrow Procedures. No investor funds shall be released from escrow until either the Target CF Minimum is met for Regulation CF. The Target CF Minimum must be met on or before the Offering End Date for funds to be released from escrow.
Escrow Procedures. Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account that we have established with Fifth Third Bank, as escrow agent under a written escrow agreement. When (1) the proceeds deposited in the escrow account equal at least $10,000,000 in subscription proceeds (exclusive of interest) and (2) we have received written debt financing commitments providing for sufficient debt financing which, combined with the subscribed for offering proceeds and funds we raised in previous private placement offerings, are equal to at least our then estimated total ethanol plant project cost, we will mail written notice to all subscribers that the payment of the remainder of the purchase price is due to be paid to the escrow agent within 15 days. The escrow agent will not release funds from the escrow account to Liberty until (1) the total subscription proceeds for fully-paid units deposited in the escrow account equals or exceeds $50,000,000 (exclusive of interest) and (2) the escrow agent receives a copy of Liberty’s written debt financing commitments. When these conditions are met (the “Escrow Release Date”), the escrow account will close and all proceeds will be distributed to Liberty.
Escrow Procedures. It is agreed that any payment from any escrow account to be established hereunder shall be pursuant to the joint written instructions of both parties hereto, or a final non-appealable decision rendered pursuant to the provisions of Article 20.8 hereof and so certified by the party requesting the payment. [Signature page follows]
Escrow Procedures. The Underwriter and the Company shall enter into an escrow agreement (the "Escrow Agreement") in substantially the form appended hereto as Annex B with The National Bank of Southern California, Newport Beach, California (the "Escrow Agent") pursuant to which the Underwriter will deposit subscription funds it receives on behalf of the Company for Units prior to the Closing Date with the Escrow Agent, to be released by the Escrow Agent as provided in the Escrow Agreement. The Underwriter and/or any broker/dealers which are members of the selling group shall transmit any checks received from subscribers directly to the Escrow Agent by noon, California time, of the next business day after receipt of such checks.
Escrow Procedures. The parties hereto agree that their respective rights and obligations with respect to the Indemnity Escrow Account, including the funding of the requisite amounts into the Indemnity Escrow Account, the procedure for the making of claims against the amounts in the Indemnity Escrow Account and the release of such amounts from the Indemnity Escrow Account, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement.
Escrow Procedures. The parties agree that their respective rights and obligations with respect to the Escrow Fund, including the funding of the requisite amounts into the Escrow Fund, the procedure for the making of claims against the amounts in the Escrow Fund and the release of such amounts from the Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement, and (y) from time to time after the Closing, promptly after the determination of any amounts due from or with respect to the Escrow Fund on account of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9, Buyer and the Representative shall deliver to the Escrow Agent joint direction giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after the Indemnity Termination Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf of the Company Securityholders, the excess, if any, of (i) funds then in the Escrow Fund over (ii) the aggregate amount of any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative shall deliver joint direction instructing the Escrow Agent to release to the Paying Agent from the Indemnity Escrow Fund the result of, if greater than zero, (x) the amount then remaining in the Indemnity Escrow Fund minus (y) the aggregate amount under any unresolved Pending Claims. Any such amounts so released to the Paying Agent, if any, shall be distributed by the Paying Agent to the Company Securityholders in accordance with the terms of this Agreement, including the Payment Spreadsheet.
Escrow Procedures a. Escrow Holder has the right to enforce the terms and conditions of this Agreement. Buyer and Seller do hereby jointly and severally agree that Escrow Holder shall incur no liability whatsoever in connection with its good faith performance under this Agreement, including without limitation, loss or damage resulting from the following:
Escrow Procedures. (a) Releases of any of the Escrow Fund shall be made only in accordance with Section 9.4(b) and Section 9.9, or otherwise pursuant to an award, judgment, decision or order rendered pursuant to Section 11.4, and delivered to the Escrow Agent specifying the amount of the Escrow Fund to be released from the Escrow Account and the Person or Persons to whom such Escrow Fund shall be released.
Escrow Procedures. (a) On the date that is the one-year anniversary of the Closing Date, Buyer and the Sellers shall execute and deliver to the Escrow Agent a Joint Written Instruction Letter for the release to Sellers of such portion of the Escrow Fund equal to $1,250,000 minus (i) the value of the Escrow Fund that has been released to a Buyer Indemnified Party in payment of indemnification obligations of a Seller pursuant to Section 9.4(b) as of such date, minus (ii) an amount equal to the reasonable reserve amount determined by the Sellers and Buyer in good faith (or, to the extent the Sellers and Buyer are unable to agree, pursuant to the dispute resolution provisions contained in Section 11.4) in respect of any and all Claim Notices submitted by any Buyer Indemnified Party prior to such date in accordance with this Article IX that remain pending as of such date.
Escrow Procedures. In the event that a Loss which exceed the Threshold is claimed by the Purchaser, Purchaser may place such claimed Loss amount in escrow up to an aggregate amount not to exceed USD 300,000, to be held by the Escrow Agent until settled in accordance with the terms of the Escrow Agreement. In such event the 600,000 Payment shall be temporarily reduced by the amounts placed in escrow.
