Escrow Procedures. Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account that we have established with Fifth Third Bank, as escrow agent under a written escrow agreement. When (1) the proceeds deposited in the escrow account equal at least $10,000,000 in subscription proceeds (exclusive of interest) and (2) we have received written debt financing commitments providing for sufficient debt financing which, combined with the subscribed for offering proceeds and funds we raised in previous private placement offerings, are equal to at least our then estimated total ethanol plant project cost, we will mail written notice to all subscribers that the payment of the remainder of the purchase price is due to be paid to the escrow agent within 15 days. The escrow agent will not release funds from the escrow account to Liberty until (1) the total subscription proceeds for fully-paid units deposited in the escrow account equals or exceeds $50,000,000 (exclusive of interest) and (2) the escrow agent receives a copy of Liberty’s written debt financing commitments. When these conditions are met (the “Escrow Release Date”), the escrow account will close and all proceeds will be distributed to Liberty.
Escrow Procedures. No investor funds shall be released from escrow until the Target Offering Amount is met for the Offering. The Target Offering Amount must be met on or before the Subscription Close Date for funds to be released from the escrow to the Company.
Escrow Procedures. The parties agree that their respective rights and obligations with respect to the Escrow Fund, including the funding of the requisite amounts into the Escrow Fund, the procedure for the making of claims against the amounts in the Escrow Fund and the release of such amounts from the Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement, and (y) from time to time after the Closing, promptly after the determination of any amounts due from or with respect to the Escrow Fund on account of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9, Buyer and the Representative shall deliver to the Escrow Agent joint direction giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after the Indemnity Termination Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf of the Company Securityholders, the excess, if any, of (i) funds then in the Escrow Fund over (ii) the aggregate amount of any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative shall deliver joint direction instructing the Escrow Agent to release to the Paying Agent from the Indemnity Escrow Fund the result of, if greater than zero, (x) the amount then remaining in the Indemnity Escrow Fund minus (y) the aggregate amount under any unresolved Pending Claims. Any such amounts so released to the Paying Agent, if any, shall be distributed by the Paying Agent to the Company Securityholders in accordance with the terms of this Agreement, including the Payment Spreadsheet.
Escrow Procedures. It is agreed that any payment from any escrow account to be established hereunder shall be pursuant to the joint written instructions of both parties hereto, or a final non-appealable decision rendered pursuant to the provisions of Article 20.8 hereof and so certified by the party requesting the payment. [Signature page follows]
Escrow Procedures. The parties hereto agree that their respective rights and obligations with respect to the Indemnity Escrow Account, including the funding of the requisite amounts into the Indemnity Escrow Account, the procedure for the making of claims against the amounts in the Indemnity Escrow Account and the release of such amounts from the Indemnity Escrow Account, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement.
Escrow Procedures. (a) The parties hereto agree that (i) their respective rights and obligations with respect to the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, the procedure for the making of claims against the amounts in the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, and the release of such amounts from the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement, the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement (as applicable) and (ii) within 2 Business Days after the determination hereunder of any amounts due from or with respect to the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, they shall deliver to the Escrow Agent irrevocable instructions giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Indemnity Escrow Agreement or the China Intercompany Indebtedness Escrow Fund (as applicable).
(b) Amounts shall be released from the Indemnity Escrow Fund as follows:
(i) on the date that is the first anniversary of the Closing Date, the amount (if any) remaining in the Indemnity Escrow Fund in excess of the sum of (I) $2,075,000 and (II) the Pending Claims Amount as of such date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and
(ii) on the Final Release Date, the excess (if any) of the cash balance which remains in the Indemnity Escrow Fund as of the Final Release Date over the Pending Claims Amount as of the Final Release Date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and
(iii) after the Final Release Date, the excess of the amount in the Indemnity Escrow Fund over the Pending Claims Amount at the relevant date of calculation.
(c) Notwithstanding anything to the contrary in the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement, any interest accruing on amounts in the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund shall be for the account of Seller, and shall be paid to Seller on closing of the relevant account and such interest shall not become part of the principal amounts in such respective funds.
Escrow Procedures. The Underwriter and the Company shall enter into an escrow agreement (the "Escrow Agreement") in substantially the form appended hereto as Annex B with The National Bank of Southern California, Newport Beach, California (the "Escrow Agent") pursuant to which the Underwriter will deposit subscription funds it receives on behalf of the Company for Units prior to the Closing Date with the Escrow Agent, to be released by the Escrow Agent as provided in the Escrow Agreement. The Underwriter and/or any broker/dealers which are members of the selling group shall transmit any checks received from subscribers directly to the Escrow Agent by noon, California time, of the next business day after receipt of such checks.
Escrow Procedures. No investor funds shall be released from escrow until either the Target CF Minimum or Target D Minimum is met for the Regulation CF and Regulation D portion of the offering respectively . The Target CF Minimum and/or Target D Minimum must be met on or before the Grace Period Date for funds to be released from escrow. For investments that are not facilitated by SI Securities, LLC, no funds will be transferred to the Company until all the closing conditions have been met, including but not limited to, the Target CF Minimum and/or the Target D Minimum.
Escrow Procedures. It is agreed that any payment from any escrow account to be established hereunder shall be pursuant to the joint written instructions of both parties hereto, or a final unappealable decision rendered pursuant to the provisions of Section 19.10 hereof and so certified by the party requesting the payment. [Signature page follows]
Escrow Procedures. (a) Releases of any of the Escrow Fund shall be made only in accordance with Section 9.4(b) and Section 9.9, or otherwise pursuant to an award, judgment, decision or order rendered pursuant to Section 11.4, and delivered to the Escrow Agent specifying the amount of the Escrow Fund to be released from the Escrow Account and the Person or Persons to whom such Escrow Fund shall be released.
(b) The Escrow Amount owned by each Seller shall be proportionate with respect to his Pro Rata Share as set forth on Schedule 2.2, and the Escrow Amount, shall be held, invested, safeguarded and released by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement.
(c) In the event of a conflict between the Escrow Agreement and this Agreement, as between the Parties to this Agreement, this Agreement shall govern. In the event that any Party receives a release of any Escrow Amount pursuant to the Escrow Agreement to which it is not entitled pursuant to the terms of this Agreement, such Party shall return such Escrow Amount to the Escrow Agent to be held and released pursuant to this Agreement and the Escrow Agreement.
(d) If either Buyer or the Sellers shall fail to timely execute and deliver a Joint Instruction Letter when required under this Agreement, Buyer or the Sellers, as applicable, shall be entitled to seek an order, judgment or decision (in accordance with Section 11.4) that will enable the Escrow Agent to release to the applicable Person or Persons the Escrow Amount to which they are entitled under this Agreement and to seek to recover Damages from Sellers or Buyer, as applicable, as a result of such failure to comply with this Agreement.
(e) Each of Buyer (on the one hand) and Sellers (on the other) shall be responsible for 50% of all costs and fees payable by any of Buyer or Sellers under the Escrow Agreement.
