Common use of Placement of Escrow Amount Clause in Contracts

Placement of Escrow Amount. (1) Until released in accordance with this Agreement, the Escrowed Proceeds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in Schedule “C” to this Agreement (each such bank, an “Approved Bank”). The Subscription Receipt Agent shall pay to the Corporation interest at an annual rate which is equal to two (2) percent less than the prime rate of interest announced from time to time by The Bank of Nova Scotia on Canadian dollar loans made to its most credit worthy customers in Canada. The Subscription Receipt Agent shall be entitled to retain for its own benefit, as partial compensation for its services hereunder, any amount of the interest earned on the Escrowed Proceeds that is not payable to the Corporation pursuant to this section. (2) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the Corporation and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Corporation. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Proceeds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (3) At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Proceeds that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.

Placement of Escrow Amount. (1a) The Escrow Agent shall hold the Escrow Amount in accordance with the terms and conditions of this Agreement. Except as expressly provided in this Agreement, the Escrow Amount shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner which has the economic effect of any of the foregoing acts, on a current or prospective basis). ​ ​ ​ (b) Until released in accordance with this Agreement, the Escrowed Proceeds Escrow Amount, shall be kept segregated in the records of the Subscription Receipt Escrow Agent and shall be deposited in one or more interest-bearing trust accounts the Escrow Account to be maintained by the Subscription Receipt Escrow Agent in the name of the Subscription Receipt Escrow Agent at one or more banks listed in Schedule “C” to this Agreement (each such bank, an “Approved Bank”), unless instructed otherwise in a joint written instruction from the Seller and the Buyer to the Escrow Agent. The Subscription Receipt Escrow Agent shall pay to the Corporation party to whom any portion of the Escrow Amount is released and disbursed under this Agreement (the “Receiving Party”), interest on the invested funds Escrow Amount, since the prior approved disbursement, at an annual a rate which is equal to two (2the Canadian bank prime lending rate less 2.1%. Such payment obligation shall be calculated daily and paid to the account(s) percent less than of the prime rate of interest announced from Receiving Party at such time to time by The Bank of Nova Scotia on Canadian dollar loans a payment is made to its most credit worthy customers in Canada. The Subscription Receipt Agent shall be entitled to retain for its own benefit, as partial compensation for its services hereunder, any amount of such party from the interest earned on the Escrowed Proceeds that is not payable to the Corporation Escrow Amount pursuant to this sectionAgreement. (2c) All amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the Corporation benefit of the Seller and the Buyer and the delivery of the Escrowed Proceeds Escrow Amount to the Subscription Receipt Escrow Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Corporationrelationship. The amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement are at the sole risk of the Corporation Seller and the Buyer and, without limiting the generality of the foregoing, the Subscription Receipt Escrow Agent shall have no responsibility or liability for any diminution of the Escrowed Proceeds Escrow Amount, which may result from any deposit made with an Approved Bank pursuant to this Section 7.24, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity, except in each case to the extent any such diminutions or losses are caused by the Escrow Agent’s willful misconduct, fraud, bad faith or gross negligence. The Corporation acknowledges parties hereto acknowledge and agrees agree that the Subscription Receipt Escrow Agent acts will have acted prudently in depositing the Escrowed Proceeds Escrow Amount at any Approved Bank, and that that, upon receipt by the Subscription Receipt Escrow Agent of confirmation of such deposit from the applicable approved Bank, the Escrow Agent is not required to make any further inquiries in respect of any such bankApproved Bank. (3d) At any time and from time to time, the Corporation Seller and the Buyer shall be entitled to direct the Subscription Receipt Escrow Agent by joint written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Proceeds Escrow Amount that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Escrow Agent will endeavour endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges Seller and agrees the Buyer acknowledge and agree that such specified amount remains at the sole risk of the Corporation Seller and the Buyer prior to and after such withdrawal, except to the extent any diminution or loss with respect to such amount is caused by the Escrow Agent’s willful misconduct, fraud, bad faith or gross negligence.

Placement of Escrow Amount. (1) Until released in accordance with this Agreement, the Escrowed Proceeds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in Schedule “C” to this Agreement (each such bank, an “Approved Bank”). The Subscription Receipt Agent shall pay to the Corporation interest at an annual rate which is equal to two (2) percent less than the prime rate 50793135.4 of interest announced from time to time by The Bank of Nova Scotia on Canadian dollar loans made to its most credit worthy customers in Canada. The Subscription Receipt Agent shall be entitled to retain for its own benefit, as partial compensation for its services hereunder, any amount of the interest earned on the Escrowed Proceeds that is not payable to the Corporation pursuant to this section. (2) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the Corporation and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Corporation. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Proceeds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (3) At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Proceeds that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.

Placement of Escrow Amount. (1) Until If the Escrow Amount is deposited by the Purchaser pursuant to Section 3, until released in accordance with this Agreement, the Escrowed Proceeds Escrow Amount shall be kept segregated in the records of the Subscription Receipt Escrow Agent and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Escrow Agent in the name of the Subscription Receipt Escrow Agent at one or more banks listed in Schedule “CA” to this Agreement (each such bank, an “Approved Bank”). The Subscription Receipt Escrow Agent shall pay to the Corporation Vendor interest at an annual rate which is equal to two (2) 2.25 percent less than the prime rate of interest announced from time to time by The Bank of Nova Scotia on Canadian dollar loans made to its most credit worthy customers in Canada. The Subscription Receipt Agent Such payment obligation shall be entitled calculated daily and paid to retain for its own benefit, as partial compensation for its services hereunder, any amount the account(s) within three (3) Business Days of each month-end. The Escrow Agent may receive investment earnings in excess of or less than the interest earned on the Escrowed Proceeds that is not payable to the Corporation Vendor pursuant to this section. (2) Section, such earnings being for the Escrow Agent’s benefit or at its risk, as applicable. All amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement shall be held by the Subscription Receipt Escrow Agent for the Corporation Purchaser and Vendor jointly and the delivery of the Escrowed Proceeds Escrow Amount to the Subscription Receipt Escrow Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Corporationrelationship. The amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement are at the sole risk of the Corporation Purchaser and Vendor, jointly, and, without limiting the generality of the foregoing, the Subscription Receipt Escrow Agent shall have no responsibility or liability for any diminution of the Escrowed Proceeds Escrow Amount which may result from any deposit made with an Approved Bank pursuant to this Section 7.24.1, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges parties hereto acknowledge and agrees agree that the Subscription Receipt Escrow Agent acts will have acted prudently in depositing the Escrowed Proceeds Escrow Amount at any Approved Bank, and that the Subscription Receipt Escrow Agent is not required to make any further inquiries in respect of any such bank. (3) . At any time and from time to time, the Corporation Purchaser and Vendor, jointly, shall be entitled to direct the Subscription Receipt Escrow Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Proceeds Escrow Amount that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Escrow Agent will endeavour endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and each of the Corporation Purchaser and Vendor acknowledges and agrees that such specified amount remains at the sole risk of the Corporation Purchaser and Vendor, jointly, prior to and after such withdrawal.

Placement of Escrow Amount. (1) Until released in accordance with this Agreement, the Escrowed Proceeds Escrow Amount, and all interest accruing thereon, shall be kept segregated in the records of the Subscription Receipt Escrow Agent and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Escrow Agent in the name of the Subscription Receipt Escrow Agent at one or more banks listed in Schedule “CA” to this Agreement (each such bank, an “Approved Bank”). The Subscription Receipt Escrow Agent shall pay to the Corporation Vendor interest at an annual rate which is equal to two (2) 2.25% percent less than the prime rate of interest announced from time to time by The Bank of Nova Scotia on Canadian dollar loans made to its most credit worthy customers in Canada. The Subscription Receipt Agent Such payment obligation shall be entitled calculated daily and paid to retain for its own benefit, as partial compensation for its services hereunder, any amount the account(s) within three (3) Business Days of each month-end. The Escrow Agent may receive investment earnings in excess of or less than the interest earned on the Escrowed Proceeds that is not payable to the Corporation Vendor pursuant to this section. (2) Section, such earnings being for the Escrow Agent’s benefit or at its risk, as applicable. All amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement shall be held by the Subscription Receipt Escrow Agent for the Corporation Purchaser and Vendor jointly, and the delivery of the Escrowed Proceeds Escrow Amount to the Subscription Receipt Escrow Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Corporationrelationship. The amounts held by the Subscription Receipt Escrow Agent pursuant to this Agreement are at the sole risk of the Corporation Purchaser and Vendor, jointly, and, without limiting the generality of the foregoing, the Subscription Receipt Escrow Agent shall have no responsibility or liability for any diminution of the Escrowed Proceeds Escrow Amount which may result from any deposit made with an Approved Bank pursuant to this Section 7.24.1, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges parties hereto acknowledge and agrees agree that the Subscription Receipt Escrow Agent acts will have acted prudently in depositing the Escrowed Proceeds Escrow Amount at any Approved Bank, and that the Subscription Receipt Escrow Agent is not required to make any further inquiries in respect of any such bank. (3) . At any time and from time to time, the Corporation Purchaser and Vendor, jointly, shall be entitled to direct the Subscription Receipt Escrow Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Proceeds Escrow Amount that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Escrow Agent will endeavour endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and each of the Corporation Purchaser and Vendor acknowledges and agrees that such specified amount remains at the sole risk of the Corporation Purchaser and Vendor, jointly, prior to and after such withdrawal.