Escrowed Funds. Upon receipt of the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be deposited by the Escrow Agent in an interest bearing account or as may otherwise be directed by the Corporation in writing. The Escrow Agent shall be entitled to sell or redeem any investment of the Escrowed Funds as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Interest, if any, resulting from any investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.
Escrowed Funds. Prior to the disbursement of funds deposited in the Escrow Account in accordance with the provisions of Section 2(b) and Section 3 hereof, the Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived therefrom in UMB Bank Money Market Special, an interest-bearing bank money market account permitted under Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The Escrow Agent shall not invest funds deposited or any earnings or interest derived therefrom in any other investment without the prior written direction or approval from the Company. Income, if any, resulting from the investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.
Escrowed Funds. Upon receipt of the proceeds from the subscriptions for Shares (the “Escrowed Funds”), the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates. “Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments hereunder. The following securities are not permissible investments: (a) money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; (d) bankers’ acceptances; (e) commercial paper; and (f) municipal securities. The Escrow Agent shall be entitled to sell or redeem any such investment as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Income resulting from the investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement. The Escrow Agent shall provide to the Company monthly statements (or more frequently as reasonably requested by the Company) on the acc...
Escrowed Funds. (a) Upon receipt of funds from subscribers to the Offering, the Escrow Agent shall hold such funds in escrow pursuant to the terms of this Agreement. All such funds held in the Escrow Account shall be invested and reinvested in bank accounts or bank money market accounts permitted under Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, at the direction of the Company. All funds in the Escrow Account shall at all times be placed in interest-bearing accounts.
Escrowed Funds. Upon receipt of funds from subscribers to the Offering, the Escrow Agent shall hold such funds un-invested in escrow pursuant to the terms of this Agreement.
Escrowed Funds. Upon the occurrence of an Event of Default and an acceleration of the Canadian Advances under Section 6.1 or upon a prepayment permitted under Section 2A.8, the Canadian Borrower shall forthwith pay to the Canadian Administrative Agent for deposit into an escrow account maintained by and in the name of Canadian Administrative Agent for the benefit of Canadian Banks in accordance with their Canadian Pro Rata Shares an amount equal to the Canadian Banks’ maximum potential liability (as determined by the Canadian Administrative Agent) under then outstanding Canadian Bankers’ Acceptances for the Canadian Borrower (the “Canadian Escrow Funds”). The Canadian Escrow Funds shall be held by the Canadian Administrative Agent for set-off against future amounts owing by the Canadian Borrower in respect to such Canadian Bankers’ Acceptances and pending such application shall bear interest at the rate declared by the Canadian Administrative Agent from time to time as that payable by it in respect of deposits for such amount and for such period relative to the maturity date of the Canadian Bankers’ Acceptances, as applicable. If such Event of Default is either waived or cured in compliance with the terms of this Agreement, then the Canadian Escrow Funds, together with any accrued interest to the date of release, shall be forthwith released to the Canadian Borrower.
Escrowed Funds. Upon receipt of the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds in the Escrow Account pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be deposited by the Escrow Agent in an interest bearing account or as may otherwise be directed by the Corporation in writing. In the absence of written direction from the Corporation, the Escrow Agent shall invest and reinvest Escrowed Funds only in UMB Money Market Special Fund, a bank money market account. The Escrow Agent shall be entitled to sell or redeem any investment of the Escrowed Funds as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Income, if any, resulting from any investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.
Escrowed Funds. Upon the occurrence of an Event of Default, the Borrower will forthwith pay to the Agent for deposit into an escrow account maintained by and in the name of the Agent for the benefit of the applicable Lenders, an amount equal to such Lenders’ maximum potential liability under then outstanding Bankers’ Acceptances (the “Escrow Funds”). The Escrow Funds will be held by the Agent for set-off against future Indebtedness owing by the Borrower to the applicable Lenders in respect of such Bankers’ Acceptances and pending such application will bear interest for the Borrower’s account at the rate declared by the Agent from time to time as that payable by it in respect of deposits for similar amounts and for similar periods of time. If such Event of Default is either waived or cured in compliance with the terms of this Agreement, then the remaining Escrow Funds if any, together with any accrued interest to the date of release, will be released to the Borrower. The deposit of the Escrow Funds by the Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount until such time as the Escrow Funds are actually paid to the Lenders as a principal repayment.
Escrowed Funds. In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the Release Date, each holder of Subscription Receipts has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Company, in the amount equal to $0.28 for each Subscription Receipt held by such holder, which claim shall subsist until such time as the Unit Shares and Warrants issuable upon the conversion of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Time and the Release Date, the Company (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Company seeking relief on behalf thereof as a debtor, or to adjudicate the Company a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Company or any substantial part of the property or assets of the Company or the Company takes any corporate action to authorize any of the actions set forth above, or (ii) the Company shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Company or any substantial part of the property or assets of the Company or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Company or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each holder of Subscription Receipts to be issued Unit Shares and Warrants upon the conversion of the Subscription Receipts of such holder will terminate and such holder will be entitled to assert a claim, against the Escrowed Funds held by the Subscription Receipt Agent and against the Company for any shortfall, in an amount equal to $0.28 for each Subscription Receipt held by such holder.
Escrowed Funds. On or before February 9, 2010, Migami will deposit the sum of $100,000 for Seller and Other Sellers, in an escrow account pursuant to an agreement reasonably acceptable to Seller and Other Sellers (“Escrow Agreement”). On or before February 19, 2010, Migami will deposit an additional $75,000 in escrow for Seller and Other Sellers pursuant to the Escrow Agreement. On or before March 1, 2010, Migami will deposit an additional $550,000 in escrow for Seller and Other Sellers pursuant to the Escrow Agreement. Provided the first two above described deposits are timely made, the date in Section 4(c)(v) shall be adjourned to March 2, 2010. Provided all three such deposits are timely made, the date in Section 4(c)(v) shall be adjourned to March 15, 2010. The Escrow Agreement will include a condition that, provided a Closing Date has not yet arrived, Migami may further adjourn the date set forth in Section 4(c)(v) one calendar day for each additional $21,735 deposited in escrow pursuant to the Escrow Agreement. The escrowed funds will be pledged to secure the payment to Seller and Other Sellers, pro rata, of the difference between the Aggregate Purchase Price and the actual total cost of the Shares to Seller as set forth on Schedule A hereto. The failure to timely make any such escrow deposits shall constitute a default of Buyer’s obligations under this Agreement, make void the Proxy granted in Section 3 above and relieve Seller (but not Buyer, Migami or Park) of any obligations under this Agreement.
