Upon Escrow Agent definition
Upon Escrow Agent s receipt of funds into its attorney trustee account, it shall notify the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account.
Upon Escrow Agent s receipt of the Escrow Securities and Documents the Escrow Agent shall notify Secured Party, Pledgor and the Company in detail as to the securities and documents received.
Upon Escrow Agent s receipt of funds from Secured Party into the attorney escrow account the Escrow Agent shall notify Pledgor, of the amount received. Pledgor, Borrower and Secured Party, prior to or upon receipt of said notice from the Escrow Agent, shall deliver to the Escrow Agent the following:
(a) original stock certificate(s) representing the Shares, with original stock powers signed with the medallion guarantee, in an amount equal to 4,000,000 shares (b) the original signed Debenture(s); (c) the original signed Security Agreement whereby Pledgor is pledging said Shares as security for the loan;
(d) the original signed opinion letter from Borrower's counsel acceptable to Secured Party concerning this transaction; (e) copy of an unsigned opinion letter from Borrower's counsel that would be sent to the transfer agent to remove the legend from the Shares in the event of a default under the Debentures or Security Agreement; (f) copies of representation letters from Secured Party, Pledgor and Borrower; (g) copy of this Escrow Agreement fully executed by all Parties; and (h) copies of signed documentation for an equity line of credit financing in an amount of not less that $3,000,000; (a) through (h) collectively being referred to as the "Escrow Securities and Documents".
Examples of Upon Escrow Agent in a sentence
Upon Escrow Agent taking such described action, Escrow Agent shall be released of and from all liability under this Agreement as escrow agent.
Upon Escrow Agent receiving the notice of exercise, written consents and payment, Escrow Agent shall promptly deliver the Note to the Company and shall remit the Purchase Price to Holder.
Upon Escrow Agent making delivery of the entire Deposit and performance of any other services as stated above, this Escrow Agreement shall terminate, the Escrow Agent shall be released from any further liability, it being expressly understood that Escrow Agent's liability is limited by the terms and provisions set forth herein.
Upon Escrow Agent making such deposit, Escrow Agent shall be discharged and released of its duties and obligations hereunder.
More Definitions of Upon Escrow Agent
Upon Escrow Agent s receipt of funds from INVESTORS into the attorney escrow account the Escrow Agent shall notify COMPANY of the amount received.
Upon Escrow Agent s receipt of the Shares the Escrow Agent shall immediately notify Dutchess and the Company.
Upon Escrow Agent s receipt into its attorney trustee account of the Purchase Price from each Investor for the Securities to be purchased on the Closing Date pursuant to the terms and conditions set forth in the Purchase Agreement, it shall notify the Company, of the amount of funds it has received into its account.
Upon Escrow Agent s release of all Escrow Options herein, in accordance with the provisions of this Escrow Agreement, Escrow Agent shall be discharged from all further obligations hereunder.
Upon Escrow Agent s receipt of Seller's Declaration of Default, Escrow Agent shall proceed as provided in Section 8.19 below and, if Escrow Agent does not receive a conflicting notice as provided in that Section, shall release the Deposit, with any interest earned thereon, to Seller. Upon a termination of this Agreement by Seller by reason of a Buyer's Event of Default, Buyer shall be solely responsible for any cancellation charge in connection with the Title Report or Title Policy and for all charges in connection with the Escrow. _____________ _____________ Seller's initials Buyer's initials
Upon Escrow Agent s release of the Escrowed Property, the escrow created under this Agreement will terminate and Escrow Agent will be released from all further responsibility. IT IS FURTHER understood and agreed that in the event the conditions for release of the Escrowed Property are not met, the Escrow Agent, in its sole discretion, may continue to hold said Escrowed Property or may invoke a concursus or interpleader proceeding in any state or federal court located in Houston, Harris County, Texas, and tender into the registry of the court t▇▇ ▇▇▇rowed Property. FURTHER, Seller shall have the right to instruct Escrow Agent in writing to release to Seller's broker Comerica Securities (the "Broker") all or any of the Shares for sale at any time that the trading price of the Shares exceeds $50.00 per Share; provided, however, (i) such Shares shall only be sold for cash in an amount in excess of $50.00 per Share and (ii) the cash purchase price of the Shares less commissions and taxes which must be paid or withheld by Seller (the "Proceeds") shall be promptly wire transferred by the Broker to Escrow Agent's IOLTA trust account, banking details to be provided by Escrow Agent at such time. FURTHER, that in consideration of the Escrow Agent acting for the benefit of and at the request of Purchaser and Seller, the Purchaser and the Seller shall and do at all times hereafter well and sufficiently save, defend, keep harmless and indemnify the Escrow Agent, from all loss, damage, cost, charge, liability or expense (excepting therefrom any loss, damage, costs, charge, liability or expense resulting from Escrow Agent's willful misconduct or gross negligence), including, but not limited to, court costs and attorney's fees, which may result from the obligation and duty as Escrow Agent accepted by the said Escrow Agent, including, but not limited to, situations in which disputes arise concerning release of the Escrowed Property. Purchaser and Seller shall be jointly and severally bound to Escrow Agent for all such amounts, but Purchaser and Seller will have a right of contribution against each other based on their comparative fault. If neither is at fault, their liability to Escrow Agent shall be equally apportioned between them, and each may recover from the other any amount paid in excess of that amount. FURTHER, we, the undersigned understand that Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created by this Agreement, on the terms and conditions ...
Upon Escrow Agent s receipt of either joint certification by Midland and Intek certifying as to the Full Termination of this Escrow Agreement; or a Certified Court Order certifying as to the Full Termination of this Escrow Agreement and directing the Escrow Agent to disburse the Escrow Fund accordingly, accompanied by a legal opinion of counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that such court order is final and non-appealable, the Escrow Agent will release all of the Escrow Fund to Intek and the Escrow Agent shall promptly thereafter deliver to Intek a certificate or certificates evidencing all such shares of Common Stock.