Escrow Arrangements. Pursuant to the Escrow Agreement to be entered into among the Parent, Buyer, Global and the Escrow Agent, $4,000,000 of the Purchase Price pursuant to Section 2.3(c) shall be delivered to the Escrow Agent at Closing in cash. Such cash (which, together with any interest accrued thereon, is hereinafter referred to as the “Escrow Sum”) shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Parent to Buyer pursuant to Section 2.8 (at any time during the Escrow Period) or the Sellers’ indemnification obligations under Article VIII below. Within three (3) Business Days after the Closing Statement Review becomes final and binding on the parties pursuant to Sections 2.7 and 2.8 below, such remaining portion of the Escrow Sum in excess of $1,000,000 not theretofore subject to an unresolved claim of Buyer pursuant to the Escrow Agreement or paid to Buyer in accordance with the terms of the Escrow Agreement and this Agreement shall be disbursed to the Parent. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the “Escrow Period”), such remaining portion of the Escrow Sum not theretofore subject to an unresolved claim of Buyer pursuant to the Escrow Agreement in accordance with the terms of the Escrow Agreement and this Agreement shall be disbursed to the Parent in accordance with the Escrow Agreement. The Parent and Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Sum to which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by [______________] (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare Inc., (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities Corporation of Delaware (“NCPS”) (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. The Subscriber will also indicate the number of shares that they would like to purchase in an input field during the investment process. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershare, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. Payment for the Securities shall be received by North Capital Private Securities. (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date in the amount of Investor’s subscription, set forth on the signature page hereto. Investors should note that prior to receipt by Escrow Agent, credit and debit card payments may incur transaction fees charged by the third-party card processing service. Upon Closing, the Escrow Agent shall release Investor’s funds to the Company and the Selling Stockholders, as applicable. The Investor shall receive notice and evidence of the digital entry of the number of the Securities owned by Investor reflected on the books and records of the Company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A of the Securities Act.
Escrow Arrangements. Payment for the Securities shall be received by Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
Escrow Arrangements. 48 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER ...................................... 56
Escrow Arrangements. An escrow for the purchase and sale contemplated by this Agreement has been or will be opened by Buyer and Seller with Title Company. On or before the Closing Date, Seller and Buyer shall each deliver escrow instructions to Title Company consistent with this Article VI, and the parties shall deposit in escrow the funds and documents described below.
(a) Seller shall deposit (or cause to be deposited):
(i) a duly executed and acknowledged grant deed in favor of Buyer from Seller with respect to the Real Property in the form attached to this Agreement as Exhibit H (the “Deed”);
(ii) a duly executed bxxx of sale with respect to the Personal Property in the form attached to this Agreement as Exhibit I (the “Bxxx of Sale”);
(iii) a duly executed counterpart of an assignment and assumption of Seller’s interest in the Intangible Property in the form attached to this Agreement as Exhibit J (the “Assignment of Intangible Property”);
(iv) a certificate from Seller certifying the information required by §§ 18662 of the California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the “California Certificate”);
(v) a certificate from Seller certifying the information required by §1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer’s tax withholding obligations, that Seller is not a “foreign person” as defined in Internal Revenue Code § 1445(f)(3) (the “FIRPTA Certificate”);
(vi) if Buyer has delivered the Loan Assumption Notice of Election to Proceed: counterpart originals of the Loan Transfer Documents to be executed Seller, duly executed by Seller and acknowledged, if applicable;
(vii) if Buyer has delivered the Loan Assumption Notice of Election to Proceed: counterpart originals of the Loan Transfer Documents that Lender is obligated to execute, duly executed by Lender and acknowledged; provided, however, that Seller shall endeavor to cause Lender to execute and deliver into escrow the foregoing documents, but if Lender fails to do so, it shall not be a default by Seller; and
(viii) if there are any unexpired Leases in effect at the Property on the Closing Date, a duly executed counterpart of an assignment and assumption of Seller’s interest in the Leases in the form attached to this Agreement as Exhibit K (the “Assignment of Leases”) and any other docum...
Escrow Arrangements. Payment for the Shares by Investor shall be received by SI Securities, LLC from each Investor by ACH electronic transfer, debit card, wire transfer of immediately available funds, or other means approved by the Company, prior to the Termination Date in the amount of Investor’s subscription. Tendered funds will be promptly sent to the Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) and remain in escrow until both the Minimum Offering is met and a Closing Date has occurred. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that the Minimum Offering has not been met by the Termination Date, any money tendered by Investors in the offering will be promptly returned by the Escrow Agent. Upon a successful Closing, the Escrow Agent shall release Investor’s funds to the Company. The Investor shall receive notice and evidence of the digital entry of the number of the Shares owned by Investor reflected on the books and records of the Company and verified by Carta (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A of the Securities Act. Upon instruction by the Investor, the Transfer Agent may record the Shares beneficially owned by the Investor on the books and records of the Company in the name of any other entity as designated by the Investor and in accordance with the Transfer Agent’s requirements.
