Pursuant to Sections 1. 5 and 7.5 of the Purchase Agreement, Buyer shall deposit, or shall cause to be deposited, with the Escrow Agent $3,450,000 in immediately available funds (the "Escrow Amount") into an escrow fund (the "Escrow Fund"). The Escrow Amount will be used to satisfy any potential indemnification obligations of Seller to any SVG Indemnified Party for Damages as set forth in Article 7 of the Purchase Agreement.
Pursuant to Sections 1. 4 and 1.9 of the Merger Agreement, as soon as practicable after the Effective Time, Parent will cause to be delivered to the Escrow Agent and deposited into escrow 311,998 shares of Parent Common Stock (the shares so deposited, as adjusted for stock splits, combinations, stock dividends and distributions, and any other property, including without limitation, cash dividends, issued in respect of such Parent Common Stock as a result of any of the foregoing, the "Escrow Deposit"). All shares of Parent Common Stock included in the Escrow Deposit (the "Subject Shares") shall be registered in the name of Representative as nominee for the Escrow Stockholders. The Representative shall deliver to the Escrow Agent an original stock power endorsed in blank.
Pursuant to Sections 1. 3(b) and 1.3(e) hereof, ------------ Holdings and each Seller, respectively, shall have delivered or caused to be delivered all of the deliverables required by Sections 1.3(b) and 1.3(e), as applicable. The Escrow Agent shall have delivered to Parent an executed counterpart to the Escrow Agreement.
Pursuant to Sections 1. 5, 7.1, and 7.11 of the Loan Agreement, Holder hereby consents to the Merger on the terms and conditions set forth in the Agreement of Merger, a copy of which is attached hereto as Exhibit 1.
Pursuant to Sections 1. 5 and 1.6 of the Loan Agreement, Borrower has the right to obtain the release of one of more of the Properties from the Liens of the Loan Documents in connection with an arm’s length Transfer of such Property, subject to the satisfaction of certain conditions, including that Borrower make a payment to Lender, as repayment of the Indebtedness, in an amount equal to the applicable Release Price. Borrower intends to sell the Property located in Warren, OH (the “Warrant Property”), for a price less than the Release Price but in any case not less than $19,950,000 (the “Minimum Xxxxxx Release Price”) and the Property located in Melrose, IL (the “Melrose Property”) for a price less than the Release Price, but in any case not less than $15,200,000 (the “Minimum Melrose Release Price”). Borrower shall apply the entire net cash proceeds of the sales as a payment to Lender as repayment of the Indebtedness. Lender hereby consent to release its Liens on the Xxxxxx Property and the Melrose Property as of the time of sale, notwithstanding that the payment to Lender will be less than the Release Price; provided, that the sale proceeds paid to Lender as repayment of the Indebtedness are no less than the Minimum Xxxxxx Release Price and the Minimum Melrose Release Price, as applicable.
Pursuant to Sections 1. 2 and 1.3 of the Valuation Guidelines, the valuation of a policy involves two phases: the first being the assignment of a base value to the policy; the second being the application of appropriate multipliers to calculate the policy’s current value.
Pursuant to Sections 1. A (General) and 1.C (Personnel and System Safety) of this Attachment B (Curtailment Block), Company may at times have limited ability to integrate energy produced by the Subscriber Organization into the Company System for engineering and/or operating reasons and may be required to curtail energy deliveries by the Subscriber Organization. When a curtailment control signal is received by the CBRE Facility the corresponding action (e.g., decrease in the CBRE Facility's output) shall be initiated without delay. As conditions warrant, Company System Operator shall end or reduce the curtailment when Company reasonably determines that the reason for the curtailment is no longer in existence.
