Closing in Escrow. The parties hereto contemplate closing this Plan of Exchange in escrow pursuant to the terms of an Escrow Agreement, a copy of which is attached as Exhibit A hereto. When the documents and securities held in escrow have been released and delivered to the respective parties, a change in control of HTAG shall have occurred. The issuance of common shares of HTAG and exchange of capital stock of Xxxx Xxxx shall be consummated upon delivery of certain payments in accordance with the terms of the Escrow Agreement.
Closing in Escrow. The parties hereto currently contemplate closing this Plan of Exchange in escrow pursuant to the terms of an Escrow Agreement, a copy of which is attached as Exhibit A hereto. The Remainder of this Page is Intentionally left Blank This agreement is executed on behalf of each of the parties as of the date first above written. XXXXXXXXXXXXX.XXX, INC. GUANGDONG GOLDEN SAND & GREEN LAND ECOLOGY AND ENVIRONMENTAL By: ________________________ PROTECTION DEVELOPMENT CO., LTD. By:_____________________________ Golden Sand Shareholders: ______________________________________ _____________________________________ (Individually) (Individually) ______________________________________ _____________________________________ (Individually) (Individually) ______________________________________ _____________________________________ (Individually) (Individually) ______________________________________ _____________________________________ (Individually) (Individually) ______________________________________ _____________________________________ (Individually) (Individually) ______________________________________ _____________________________________ (Individually) (Individually) Xxxxxxx Xxxxxxxxxx ______________________________________ (Individually) Exhibit A: ESCROW AGREEMENT ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT, made and entered into among Xxxxxxxxxxxxx.xxx, Inc., a Florida corporation (the "Company"), Guangdong Golden Sand & Green Land Ecology And Environment Protection Development Co., Ltd., a corporation organized under the laws of the P.R. China ("Golden Sand"), the Shareholders listed on the signature pages hereof (the "Golden Sand Shareholders"), Xxxxxxx Xxxxxxxxxx, the Chief Executive Officer and controlling shareholder of the Company ("Xxxxxxxxxx"), and Greentree Financial Group, Inc., a North Carolina corporation ("Greentree")(the "Escrow Agent").
Closing in Escrow. The Remainder of this Page is Intentionally left Blank PLAN OF EXCHANGE BY WHICH XXXXXXXXXXXXX.XXX, INC. (A FLORIDA CORPORATION) SHALL ACQUIRE GUANGDONG GOLDEN SAND & GREEN LAND ECOLOGY AND ENVIRONMENT PROTECTION DEVELOPMENT CO., LTD. (A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA) THIS PLAN OF EXCHANGE is made and dated this 26th day of June, 2003, to supersede all previous agreements, if any between the parties. This Agreement anticipates extensive due diligence by both parties, and may be terminated by written notice, at any time (i) by mutual consent; (ii) by either party during the due diligence phase.
Closing in Escrow. At the Closing, the Xxxxxxx Exchange Shares, the Performing Shares and the Exchange Shares shall be held in escrow with Shamika’s counsel, Xxxxxx Xxxxxxx & Xxxxxx, LLP (the “Escrow Agent”) until such time that the Escrow Agent has received satisfactory, documentary proof that MIG Mauritius has received all required production licenses in Cambodia to mine approximately 240 square kilometers for gold and ruby mineralization in mining exploration rights located in Samlaut, Cambodia, (the “Mining Rights”) and has commenced commercial production for a period of at least two months (the “Release Conditions”). Following satisfactory proof of the Release Conditions, the Escrow Agent shall release the Xxxxxxx Exchange Shares to the MIG Mauritius Holders, the Performing Preferred Shares to the MIG US Holders and the MIG Mauritius Shares to Xxxxxxx. If the Release Condition have not been satisfied within six (6) months from the Closing, Xxxxxxx shall have the right to terminate the Agreement, in accordance with Section 7.1(b) hereof. Notwithstanding anything to the contrary contained within this Section 1.2, Shamika’s obligation for the Financing Condition (as that term is defined in Section 4.9 herein), is not precedent upon the Release Conditions and Xxxxxxx will provide such sums immediately upon availability as set forth in Section 4.9.
Closing in Escrow. The parties hereto currently contemplate closing this Plan of Exchange in escrow pursuant to the terms of an Escrow Agreement, a copy of which is attached as Exhibit A hereto.
Closing in Escrow. The Escrow Closing shall take place on the ----------------- Escrow Closing Date as follows:
a. The Escrow Release Date shall be the day after the date upon which initial FCC approval for the transfer of the Licenses is obtained:
b. On the Escrow Closing Date, Buyer and Seller shall execute all documents and instruments they are required to deliver to each other on the Closing Date (except counsel opinions which shall be delivered in the form of final only) pursuant to the Agreement (the "Closing Documents") and deliver them to Escrow Agent. Upon the Escrow Release Date, Escrow Agent shall release the Closing Documents deliverable to Buyer and Seller, respectively; provided, however, the Assignment of Tower Leases shall not be released to Buyer until the Additional Amount is paid in full.
c. Buyer and Seller shall be bound by the LMA so long as Buyer is in compliance therewith and continues to abide by this Agreement. If Buyer is in compliance with this Asset Purchase Agreement, as amended, then all payments Buyer makes after the Escrow Closing Date (except those payments which are reimbursements for Seller's costs and other costs under Paragraph 8 of the LMA) shall be credited toward the Additional Amount not to exceed $3,700,000. After the Additional Amount is paid in full, the LMA payment shall be those payments which are reimbursements for Seller's costs and other costs under Paragraph 8 of the LMA, which shall continue the LMA is terminated. Provided Escrow Agent complies with the terms of this Agreement, Buyer and Seller jointly and severally hereby indemnify and hold the Escrow Agent harmless from and against any and all claims, actions, demands, lawsuits, damages, costs, expenses (including, without limitation, court costs, attorneys' fees, and accountants' fees) and liabilities that may be imposed as a consequence of the performance of its duties as Escrow Agent hereunder, including without limitation, any litigation arising from this Agreement or the subject matter hereof; excepting however Escrow Agent's willful misconduct under this Agreement. In the event of a dispute as to the duties of Escrow Agent, Escrow Agent may transfer the Closing Documents to or seek instructions from any court of competent jurisdiction selected by Escrow Agent. Buyer and Seller shall pay all costs and reasonable fees of Escrow Agent, as such costs are incurred.
Closing in Escrow. All documents shall be delivered by email, courier or hand delivered, and in advance of the Closing and held in escrow by the Purchaser's Solicitors until all deliveries set forth in subsections 7.1(k) and 7.2(k) are completed or waived by Element79 and Xxxxxxx, and Xxxxxxx on behalf of all Calipuy Shareholders, and until Element79 and Xxxxxxx have agreed to terminate the escrow.
Closing in Escrow. The provisions of Sections 9.1 and 9.2 to the contrary notwithstanding, the parties shall consummate the Closing in escrow no later than one business day prior to the closing pursuant to the Purchase and Sale Agreement, on escrow terms and conditions as set forth in that certain Escrow Agreement, the form of which is attached hereto as EXHIBIT "A", and by this reference made a part hereof ("Escrow Agreement"), which shall be executed and delivered by Seller, ShoLodge, Purchaser and Escrow Agent at the escrow closing, effective as of the date of the closing pursuant to the Purchase and Sale Agreement and with the successful consummation of the conveyance of the GHI Shares to Seller pursuant to the Purchase and Sale Agreement and the lack of any material changes with regard to the satisfaction of the conditions as described in Sections 7 and 8 being the only escrow conditions. At the escrow closing, ShoLodge shall cause Purchaser to deliver the Purchase Price into escrow with Escrow Agent, and Escrow Agent shall have received and shall have confirmed to Seller the receipt of, the Purchase Price, in accordance with the terms of the Escrow Agreement.
Closing in Escrow. The Closing shall occur in Escrow. The Escrow shall be governed by the terms and conditions of the Escrow Agreement.
Closing in Escrow. At the Closing, the Exchange Shares shall be held in escrow with the Company’s counsel, Xxxxxx Xxxxxxx & Xxxxxx, LLP (the “Escrow Agent”) until such time that the Escrow Agent has received satisfactory, documentary proof that: (a) there is a forecasted extractable quantity of coal equal to a minimum of 100,000,000 metric tons at the Toguchina Coal Field are; (b) BEST has delivered audited financial statements, prepared in US GAAP format within sixty (60) of the date hereof (the “BEST Financial Statement”); and (c) the BEST Financial Statements report BEST Inventory of not less than $20,000,000 (the “Release Conditions”). Following satisfactory proof of the Release Conditions, the Escrow Agent shall release the Exchange Shares to the BEST Holders. If the Release Conditions have not been satisfied within two (2) months from the Closing, the Company shall have the right to terminate the Agreement, in accordance with Section 7.1(b) hereof.
