Instructions to Escrow Agent. Instructions given to the Escrow Agent pursuant to this Agreement shall be given by duly authorized signatories of the respective Parties hereto.
Instructions to Escrow Agent. Seller hereby covenants and agrees that at any time Xxxxxx xx or becomes obligated to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs under this Article XI, Seller will execute and deliver to the Escrow Agent written instructions to release to the Buyer Indemnified Party such portion of the Holdback Amount as is necessary to indemnify the Buyer Indemnified Party for such Buyer Indemnified Costs.
Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof.
3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement.
3.3 The Proceeds shall be held by the Escrow Agent until the earlier of:
(a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and
(b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time").
3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon.
(a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered to the Company.
(b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay to the Escrow Agent the difference between...
Instructions to Escrow Agent. In the event of a determination that a payment is due to any Seller Indemnified Party, the Purchaser and the Sellers' Representative shall issue joint written instructions to the Escrow Agent to distribute a portion of the Indemnity Escrow Fund equal to such payment.
Instructions to Escrow Agent. Purchaser and Seller each hereby agrees to instruct the Escrow Agent to apply the amounts in the Escrow Account in accordance with Section 1.5 and each acknowledges and agrees that the Escrow Account shall only be used as provided herein and shall not be used for any other purposes whatsoever.
Instructions to Escrow Agent. All instructions received by the Escrow Agent from TAS must be signed by an officer of TAS and of LJH. All instructions received by the Escrow Agent from TIMCO must be signed by an officer of TIMCO.
Instructions to Escrow Agent. If either Seller or Purchaser becomes entitled to the Exxxxxx Money upon termination of this Agreement in accordance with its terms, Purchaser and Seller agree to deliver a letter of instruction to the Escrow Agent directing disbursement of the Exxxxxx Money to the party entitled thereto.
Instructions to Escrow Agent. The Indemnifying Party hereby covenants and agrees that at any time the Indemnifying Party is obligated to indemnify a Indemnitee for Damages under this Article XI and such Damages are to be paid out of the Escrow Shares, if requested by Parent, Indemnifying Party shall execute and deliver to the Escrow Agent written instructions pursuant to the Escrow Agreement to release to the Indemnitee such portion of the Indemnity Deposit as is necessary to indemnify the Indemnitee for such Damages.
Instructions to Escrow Agent. Upon the final determination of the Closing Net Worth, the Purchaser and the Sellers' Representative agree to prepare, execute and deliver joint written instructions to the Escrow Agent (pursuant to the terms of the Adjustment Escrow Agreement) with respect to the distribution of the entire Adjustment Escrow Fund.
Instructions to Escrow Agent. So long as any funds are held by the Escrow Agent pursuant to the terms of the Escrow Agreement, upon any payment of interest on the Debentures, conversion of the Debentures or repurchase of the Debentures, as required under the Indenture, the Company shall provide prior, as to interest and redemption payments, and prompt, as to conversions, written instructions to the Escrow Agent authorizing the Escrow Agent to release such payments as may be required to be made to any holder of a Debenture, to the extent funds are then held by the Escrow Agent pursuant to the terms of the Escrow Agreement. Any failure of the Company to deliver such instructions, following 3 Trading Days written notice from a holder of a Debenture, shall be deemed an Event of Default under the Indenture, which Event of Default shall not be subject to any cure period thereunder.
