Escrowed Documents. On the date hereof, the Trust, the State and the Borrower have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below:
(a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof);
(b) a fully authorized, executed and attested bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the State pursuant to Section 3 hereof);
(c) a fully authorized, executed and attested loan agreement with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, (the “Trust Loan Agreement”), which Trust Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Tr...
Escrowed Documents. Simultaneously with the execution of this Escrow Agreement, (i) the GG Group is delivering to the Escrow Agent (a) assignments of Grand Avenue and Port Washington Leases duly executed by the GG Group and (b) a general warranty xxxx of sale and instrument of assignment duly executed by the GG Group, and (ii) the Clearview Group is delivering to the Escrow Agent simultaneously with the execution of this Agreement an assignment of rights of the Clearview Group.
Escrowed Documents. The term “Escrowed Documents” shall mean this Agreement, the HRSI Consents, the Buyer Consents, the Note, the Consulting Agreement, the Noncompetition Agreements, the Bxxx of Sale, the Security and Pledge Agreement, the IP Assignments, the Company Legal Opinion, the Closing Certificates, the UCC-1 Financing Statement-Colorado, the UCC-1 Financing Statement-Utah, the USPTO Security Interest Forms, the original membership interests certificates, if certificated, with a separate membership interest transfer power and all other agreements and obligations contemplated hereby.
Escrowed Documents a. Subject to the provisions and conditions herein, the following documents are deposited in escrow with Escrow Agent and Escrow Agent is hereby instructed to hold said instruments and accept payments and stock for application as hereinafter provided, and to deliver the described two Quit Claim Deeds to APC or its designated agent upon satisfaction of all conditions set forth in paragraph 2 below, or, in the event of default, to deliver the contents of the escrow to Pace or his agent:
i. Quit Claim Deed dated April 9, 2010, from JBM to APC conveying coal rights in Jxxxxx Basin County, Montana (the “JBM Quit Claim Deed”).
ii. Quit Claim Deed dated April 9, 2010, from Pace to APC conveying other mineral rights in Jxxxxx Basin County, Montana (the “Pace Quit Claim Deed” and, together with the JBM Quit Claim Deed, the “Quit Claim Deeds”).
iii. Mortgage and Security Agreement dated April 9, 2010 (the “Mortgage”), which secures the payments and other obligations due from APC to JBM and Pace under the following agreements:
1. Coal Agreement, as amended by that certain Assignment and Assumption of Coal Agreement, dated as of March 31, 2010, by and among JBM, Future Gas, and Teen Glow Makeup, Inc., and as further amended by the Amended Coal Agreement.
2. Coal Agreement Promissory Note as amended by the Amended Coal Promissory Note.
3. Mineral Agreement, as amended by that certain Assignment and Assumption of Mineral Agreement, dated as of March 31, 2010, by and among Pace, Future Gas, and Teen Glow Makeup, Inc., and as further amended by the Amended Mineral Agreement.
4. Mineral Agreement Promissory Note as amended by the Amended Mineral Promissory Note.
5. Stock Agreement, dated as of February 4, 2010, by and between Pace and Future Gas, as amended by that certain Assignment and Assumption of Stock and Consulting Agreements, dated as of March 31, 2010, by and between Pace and Future Gas (the “Assignment Agreement”).
6. Consulting Agreement, dated as of February 4, 2010, by and between Pace and Future Gas (the “Consulting Agreement”), as amended by the Assignment Agreement.
Escrowed Documents. Simultaneously with the execution of this Escrow Agreement, (i) Buyer has delivered or caused to be delivered to the Escrow Agent, the Buyer Closing Deliverables and (ii) each of Seller and the Shareholder have delivered or caused to be delivered to the Escrow Agent, the Seller Parties Closing Deliverables, to be held by the Escrow Agent pursuant to the terms and conditions of this Escrow Agreement. The Escrow Agent hereby acknowledges receipt of the Escrowed Documents and agrees to hold and release the Escrowed Documents in accordance with the terms and conditions contained herein.
Escrowed Documents. (a) Simultaneously with the execution of this Escrow Agreement, MSI and Edelman have delivered to the Escrow Agent:
(i) A certificate for 80,000 shares of MSI common stock, issued to Xxxxxx Xxxxxxx, with stock power endorsed in blank attached;
(ii) A certificate for 15,000 shares of MSI common stock, issued to Xxxxxx Xxxxxxx, with stock power endorsed in blank attached;
(iii) A certificate for warrants to purchase 20,000 shares of MSI common stock, issued to Xxxxxx Xxxxxxx, with stock power endorsed in blank attached; and
(iv) A certificate for 26,000 shares of MSP common stock, issued to MSI, with stock power endorsed in blank attached.
Escrowed Documents. On the Closing Date, the Mortgage Note, Mortgage and Security Agreement and Release shall be held in escrow by Mintmire & Associates.
(i) In the event the Purchase Price is paid on or before the Payment Delivery Date, Buyer shall provide Mintmire & Associates written confirmation within three (3) business days that the Purchase Price has been paid. In such event, Mintmire & Associates is authorized by the Buyer and the Seller to insert the Payment Delivery Date in the Mortgage Note, the Mortgage and Security Agreement and the Release and to deliver the Mortgage Note and Mortgage and Security Agreement to the Buyer for recordation. Mintmire & Associates shall hold the Release in escrow until the full and complete satisfaction of Seller's obligation to the Buyer in accordance with the terms and conditions herein
(ii) 1In the event the Purchase Price is not paid on or before the Payment Delivery Date, Seller shall provide Mintmire & Associates written confirmation that the Purchase Price has not been paid, in which event Mintmire & Associates is authorized to cancel the Mortgage Note and Mortgage and Security Agreement and Release and return the cancelled originals to Seller.
Escrowed Documents. Concurrently with the execution hereof, Borrowers, Lenders and Agents shall deliver to Escrow Agent fully-executed copies of this Agreement, the Deed in Lieu Agreement, the Deeds, the Bills of Sale, the Assignments of Leases and the Assignments of Contracts, receipt of which is hereby acknowledged by Escrow Agent. Administrative Agent and Borrowers shall from time to time hereafter deliver other Deed in Lieu Documents to Escrow Agent to be held in escrow in accordance with the terms of this Agreement. All Deed in Lieu Documents delivered to Escrow Agent by Administrative Agent or Borrower are referred to herein, collectively, as the “Escrowed Documents”. The Escrowed Documents shall be held in escrow by Escrow Agent pending authorization by Administrative Agent to release the same as provided herein and in the Deed in Lieu Agreement in order to consummate the Closing. With respect to any Escrowed Documents that are not dated, Escrow Agent is hereby authorized and directed to date such Escrowed Documents as of the Closing Date. Escrow Agent shall not release any of the Escrowed Documents except as hereinafter provided without prior written authorization from Administrative Agent.
Escrowed Documents. In order to facilitate the State's enforcement of the Corporation's obligations to convey the Project to the State under the circumstances provided in paragraph (ff) of this IP Agreement, the Corporation shall deposit in escrow with the Trustee, concurrently with the delivery of the Certificates, the xxxx of sale and cancellation of IP Agreement relating to the Project, in the form satisfactory to the State. The Trustee shall, upon payment of the Purchase Option Price or of all Base Payments or upon discharge of the Indenture as provided in paragraph (ff) of this IP Agreement, date a release the cancellation of IP Agreement to the State for recording.
Escrowed Documents a. Provided the Asset Purchase Agreement dated September 10, 1997, is not terminated pursuant to Paragraph 14(a)(3) thereof, MSI and TSI will deliver to the Escrow Agent:
(1) A certificate for the MSI Shares issued to TSI, with stock power endorsed in blank attached; and
(2) A certificate for the MSPR Shares issued to MSI, with stock power endorsed in blank attached;
