Escrow Conditions Sample Clauses

Escrow Conditions. The gross proceeds of the Issue less 50% of the Underwriting Fee in the case of the Public Offering (collectively, the “Escrowed Funds”), and the net proceeds of the Concurrent Private Placement, will be held in separate escrows by the Subscription Receipt Agent, together with any interest and other income earned thereon, and invested in short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada, a province of Canada or a Canadian chartered bank provided that such obligation is rated at least A-1 (high) by Standard & Poor’s Ratings Services or R1 (high) by DBRS Inc. (or an equivalent rating by an equivalent rating service) (as contemplated by, or specified in, the Subscription Receipt Agreements), or other approved investments as set forth in the Subscription Receipt Agreements, pending the earlier of the satisfaction of the Escrow Release Condition and the occurrence of a Termination Event. No Dividend Equivalent Payment will be made to holders of Subscription Receipts if a Termination Event occurs. Because 50% of the Underwriting Fee will be paid by the Corporation to the Underwriters on the Closing Date, such amount will not form part of the Escrowed Funds. The Termination Payment will be made from the Escrowed Funds at the time of occurrence of the earliest Termination Event, together with interest or other income actually earned thereon, provided that if the Escrowed Funds, together with any such interest or other income, are insufficient to cover the full amount of the Termination Payment, under the Subscription Receipt Agreement, the Corporation will be required to pay to the Subscription Receipt Agent as agent on behalf of holders of Receipts an amount equal to 50% of the Underwriters’ Fee such that 100% of the gross proceeds of the Public Offering would be returned to holders of Receipts. Upon (i) the Acquisition Closing in all material respects in accordance with the terms of the Scheme without amendment or waiver of any condition of the Offer that, if not met, would, with the consent of the Panel, allow the Corporation to withdraw and not complete the Offer, or (ii) up to 6 business days prior to the Acquisition Closing, if the conditions, undertakings, and other matters to be satisfied, completed and otherwise met prior to the completion of the Acquisition in accordance with the terms of the Scheme (without amendment or waiver of any condition of the Offer that, if not met, would, with the consent ...

Escrow Conditions. Mortgage Investments will be funded through an escrow account handled by a title insurance company or by Redwood Mortgage, subject to the following conditions: (a) Satisfactory title insurance coverage will be obtained for all loans, with the title insurance policy naming the Partnership as the insured and providing title insurance in an amount at least equal to the principal amount of the loan. (Title insurance insures only the validity and priority of the Partnership's deed of trust, and does not insure the Partnership against loss by reason of other causes, such as diminution in the value of the security property, over appraisals, etc.). (b) Satisfactory fire and casualty insurance will be obtained for all loans, naming the Partnership as loss payee in an amount equal to cover the replacement cost of improvements (See "RISK FACTORS - Uninsured Losses"). (c) The General Partners do not intend to arrange for mortgage insurance, which would afford some protection against loss if the Partnership foreclosed on a loan and there were insufficient equity in the security property to repay all sums owed. If the General Partners determine in their sole discretion to obtain such insurance, the minimum loan-to-value ratio for residential property loans will be increased (See Pxxxxxxxx 0 xxxxx). (x) All loan documents (notes, deeds of trust, escrow agreements, and any other documents needed to document a particular transaction or to secure the loan) and insurance policies will name the Partnership as payee and beneficiary. Mortgage Investments will not be written in the name of the General Partners, Redwood Mortgage or any other nominee.

Escrow Conditions. (a) The duties of the Title Company shall be determined solely by the express provisions of this Agreement. The parties authorize the Title Company, without creating any obligation on the part of the Title Company, in the event this Agreement, the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, becomes involved in litigation, to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of the court in which the litigation is pending and thereupon the Title Company shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Title Company, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of that court and thereupon the Title Company shall be fully relieved and discharged of any further responsibility hereunder. (b) The Title Company shall not be liable for any mistake of fact or error of judgment or any acts or omissions unless caused by its intentional misconduct or negligence. The Title Company shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given. (c) The parties will indemnify the Title Company for and hold it harmless against any loss, liability or expense incurred without negligence, bad faith or misconduct on the part of the Title Company arising out of or in connection with the acceptance of, or the performance of its duties under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising under this Agreement.

Escrow Conditions. (a) The duties of the Title Company shall be determined solely by the express provisions of this Agreement. The parties authorize the Title Company, without creating any obligation on the part of the Title Company, in the event this Agreement, the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, becomes involved in litigation, to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of the court in which the litigation is pending and thereupon the Title Company shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Title Company, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of that court and thereupon the Title Company shall be fully relieved and discharged of any further responsibility hereunder.

Escrow Conditions. The Escrow Securities shall be forfeited and cancelled in the event that the ViComp Chip does not meet each and every one of the following performance conditions (the "Performance Standards"): (a) The ViComp Chip is capable of being manufactured in commercial quantities by no later than July 1, 1997; (b) The Company's cost to purchase fully manufactured ViComp Chips in commercial quantities from qualified third party manufacturers will not exceed $10.00 per chip; and (c) The Chip Cost will be at least $3.00 per chip less than the cost for the Company to purchase the lowest-priced chips that are functionally substantially equivalent to the ViComp Chip available from other manufacturers at the time the ViComp Chip is ready for commercial manufacture. All Escrow Securities, together with stock powers executed in blank, and the related Escrow Property shall be delivered to Dr. Sun by the Escrow Agent immediately following the conclusive determination of the satisfaction of the Performance Standards.

Escrow Conditions. NEDAK is currently engaged in negotiations with both its senior lending group led by AgCountry Farm Credit Services (the “Senior Lending Group”) related to a senior secured credit facility (the “Senior Loan”) and Arbor Bank (the “TIF Lender”) for its loan related to its tax increment financing (the “TIF Loan”) to restructure both the Senior Loan and the TIF Loan and address existing defaults under the respective loan agreements (the “Loan Restructuring”). As set forth in the PPM and the Escrow Agreement dated August 9, 2011 between NEDAK and the Escrow Agent (the “Escrow Agreement”), all subscription proceeds received by NEDAK pursuant to the PPM, including the TNDK Subscription Funds, shall be held in escrow until certain conditions are satisfied, including, without limitation, the following: (i) the Senior Lending Group shall have executed a loan modification agreement amending the Senior Loan on terms acceptable to the NEDAK Board of Directors (the “NEDAK Board”), pursuant to which all existing defaults thereunder are waived and amortization schedule and covenants modifications are adopted; and (ii) the TIF Lender shall have executed a loan modification agreement acceptable to the NEDAK Board, pursuant to which the TIF Loan is reinstated, all existing defaults thereunder are waived and covenant modifications acceptable to the NEDAK Board are adopted.

Escrow Conditions. For purposes of this Agreement, the “Escrow Conditions” are as follows: (a) the Confirmation Order shall be in full force and effect and no stay thereof shall be in effect; (b) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in either case, in any manner materially adverse to the Bondholders; (c) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Company of the net proceeds from the offering of the Bonds) shall have been, or substantially concurrently with the release of the funds held in the Escrow Account, will be, satisfied or waived (to the extent such waiver is not materially adverse to the Bondholders); (d) the Company and PG&E Corporation shall be in compliance in all material respects with the Confirmation Order; (e) all documents necessary to implement the Plan of Reorganization and the financing and distributions contemplated thereunder shall have been executed; (f) (i) the transactions as described and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) shall have been consummated, or substantially concurrently with the release of the funds held in the Escrow Account will be consummated, including the following: (A) PG&E Corporation shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of PG&E Corporation (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of PG&E Corporation), for aggregate gross proceeds of at least $9.0 billion; (B) PG&E Corporation (1) shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the HoldCo Credit Agreements (as defined herein), and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the HoldCo Term Loan Credit Agreement (as defined herein), and (2) shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings of senior secured notes, in an aggregate principal amount, together with the aggregate gross pr...

Escrow Conditions. At the closing, Sellers are to deliver to Xxxxx Xxxxxx, Attorney at Law, having an address at 00 Xxxxxx Place, Westport, CT 06880 ("Escrow Agent"), the sum of $15,000.00 to be held in escrow as security for the payment of certain liabilities of Seller, as provided in Article Six (6) above. Escrow Agent shall hold the foregoing $15,000.00 in accordance with this agreement, or a joint instruction signed by Sellers and Purchaser, or separate instructions of like tenor signed by Sellers and Purchaser, or a final judgment of a court of competent jurisdiction.

Escrow Conditions. This Agreement shall serve as escrow instructions, and the Escrow Agent may attach one of its printed forms of conditions of acceptance of escrow hereto; provided, however, in the event of any inconsistency between said conditions of acceptance and this Agreement, this Agreement shall control.

Escrow Conditions. Escrow Holder shall hold the Deposit in accordance with this Agreement, or a joint instruction signed by Seller and Purchaser, or separate instructions of like tenor signed by Seller and Purchaser, or a final judgment of a court of competent jurisdiction. Escrow Holder shall deposit the Deposit in an interest bearing account, or invest the Deposit in treasury bills, certificates of deposit or other income producing investments. Escrow Holder is held harmless by both Seller and Purchaser, other than for gross negligence or willful misconduct and that in the event of a dispute, Escrow Holder shall be permitted to represent Seller in negotiations or litigation, or both. In the event of any dispute relating to this Agreement, Escrow Holder may act as legal counsel to Seller.