Common use of The Escrow Fund Clause in Contracts

The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which shall be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the interest on and the 2013 Refunding Redemption Price of the Refunded 2013 Refunding Bonds, (ii) the interest on and the 2013 New Money Redemption Price of the Refunded 2013 New Money Bonds, and (iii) the interest on and 2015 Redemption Price of the Refunded 2015 Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded Bonds. (b) Upon the issuance of the Refunding Bonds, there shall be deposited in the Escrow Fund $[ ] received from the proceeds of the sale of the Refunding Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. (ai) There is hereby established An escrow fund in the aggregate amount of $4,200,000 in cash, shares of Parent Common Stock (valued at the Parent Per Share Value) or a fund combination of both as determined by the Company based on the number of Eligible Holders and as reflected on the Allocation Certificate (the “Escrow Fund”) shall be established in accordance with the terms of the Escrow Agreement and shall be funded in accordance with Section 2(c). To the extent any dividends are declared and paid on the Parent Common Stock held pursuant to the Escrow Agreement, such dividends shall be held as an irrevocably pledged escrow by pursuant to the Escrow Bank, which Agreement and be considered part of each applicable Parent Common Stock held thereunder. Any cash portion of the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which Fund shall be applied solely as provided in this Escrow Agreement. deposited into a non-interest bearing account. (ii) The Escrow Fund is established for shall be distributed as follows: (A) unless otherwise agreed upon by the purpose Parent and the Stockholder Representative, each share of refunding the Refunded Bonds and, for purposes of Section 53555 Parent Common Stock distributed out of the California Government Code, Escrow Fund shall be deemed to be a fund in valued at the treasury Parent Per Share Value; (B) each share of the District. Pending application as provided in this Escrow Agreement, amounts on deposit Parent Common Stock in the Escrow Fund are hereby pledged and assigned solely may be replaced with cash in the amount of the Parent Per Share Value at anytime at the sole election of the Stockholder Representative; provided that in the event Parent has made a claim for indemnification, the Stockholder Representative shall not be permitted to replace Parent Common Stock with cash to the extent of amounts subject to the outstanding indemnity claims unless otherwise consented to in writing by Parent; (C) distributions shall be made in the same combination of shares of Parent Common Stock and cash as initially deposited into the Escrow Fund (to the extent such shares are not replaced with cash in accordance with the Escrow Agreement during the Escrow Indemnity Period and, to the extent such shares are replaced with cash, as determined by the Stockholder Representative in its sole and absolute discretion); (D) if the Merger Consideration as finally determined in accordance with Section 2(i) is less than the Adjusted Merger Consideration as determined in accordance with Section 2(h), the amount of such difference shall be distributed by the Escrow Agent to Parent as provided in Section 2(i)(v) and (E) not later than three (3) Business Days after the expiration of the Escrow Indemnity Period, the remaining balance of the Escrow Fund, less any amounts subject to indemnity claims as of such date, plus any interest on the amount distributed shall be distributed by the Escrow Agent to the Exchange Agent or the Surviving Corporation, as then applicable, for payment to the Company Stockholders, as provided in Section 2(e)(vi) and the holders of Company Warrants, as provided in Section 2(e)(viii)(B). (iii) Parent and the Company agree for all tax purposes that: (i) the interest on and the 2013 Refunding Redemption Price right of the Refunded 2013 Refunding BondsCompany Securityholders to the Escrow Fund shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (ii) if and to the interest on and the 2013 New Money Redemption Price extent any amount of the Refunded 2013 New Money BondsEscrow Fund is actually distributed to the Company Securityholders, and interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) the interest on and 2015 Redemption Price of the Refunded 2015 Bonds, which amounts Parent shall be held in trust by treated as the Escrow Bank for the Owners owner of the Refunded Bonds. (b) Upon the issuance of the Refunding Bonds, there shall be deposited in the Escrow Fund $[ ] received from the proceeds of the sale of the Refunding Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will and any interest and earnings earned from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be sufficient allocable to make Parent pursuant to Section 468B(g) of the payments required Code; and (iv) in no event shall the total amount of the Escrow Fund and any interest and earnings earned thereon paid to the Company Securityholders under this Agreement exceed an amount to be designated by the Company prior to the Closing. Clause (iv) of the preceding sentence is intended to ensure that the right of the Company Securityholders to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 4 hereof453 of the Code and the Treasury Regulations promulgated thereunder.

The Escrow Fund. (a) There is hereby established a an escrow fund (the “Escrow Fund”) to be held in trust as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which shall to be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the principal and interest evidenced by the Certificates coming due on and prior to the 2013 Refunding Redemption Price of the Refunded 2013 Refunding BondsPrepayment Date, and (ii) the interest on and the 2013 New Money Redemption Prepayment Price of the Refunded 2013 New Money Bonds, and (iii) Callable Certificates on the interest on and 2015 Redemption Price of the Refunded 2015 BondsPrepayment Date, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded BondsCertificates. (b) Upon , 2022, the issuance of the Refunding Bonds, there District shall cause to be deposited $[ ] in the Escrow Fund Fund. [The Escrow Bank, as Trustee, has informed the District that, as of the date hereof, there is no less than $[ _] received from on deposit in the proceeds of Fund established under the sale of Trust Agreement relating to the Refunding BondsCertificates. On the date hereof, the Trustee is hereby instructed to transfer such moneys to the Escrow Bank for deposit into the Escrow Fund.] (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be be[, as verified by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ P.C.,] at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) Securities set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which shall be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the interest on and 2012 Refunding Redemption Price of the Refunded 2012 Refunding Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded 2012 Refunding Bonds, (ii) the interest on and 2013 Refunding Redemption Price of the Refunded 2013 Refunding Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded 2013 Refunding Bonds; (iiiii) the interest on and the 2013 New Money Redemption Price of the Refunded 2013 New Money Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded 2013 New Money Bonds; and (iiiiv) the interest on and 2015 Redemption Price of the Refunded 2015 Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded 2015 Bonds. (b) Upon the issuance of the Refunding Bonds, there shall be deposited in the Escrow Fund $[ ] received from the proceeds of the sale of the Refunding Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which shall be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the interest on and the 2013 Refunding Redemption Price of the Refunded 2013 Refunding Bonds, (ii) the interest on and the 2013 New Money Redemption Price of the Refunded 2013 New Money Bonds, and (iii) the interest on and 2015 Redemption Price of the Refunded 2015 Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded Bonds. (b) Upon the issuance of the Refunding Bonds, there shall be deposited in the Escrow Fund $[ ] received from the proceeds of the sale of the Refunding Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District Authority and the Escrow Bank and which shall to be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the interest on and the 2013 Refunding Redemption Price of on the Refunded 2013 Refunding Bonds, (ii) the interest on and the 2013 New Money Redemption Price of the Refunded 2013 New Money Bonds, and (iii) the interest on and 2015 Redemption Price of the Refunded 2015 BondsDate, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded Prior Bonds. (b) Upon The Prior Trustee was previously instructed and is hereby instructed to liquidate the investments held in the funds and accounts established under the 2011 Trust Agreement. As reflected in the report of the nationally recognized firm of independent certified public accountants delivered in connection herewith, upon the authentication and issuance of the Refunding Series 2021A Bonds, there shall be deposited in the Escrow Fund $[ ] $ received from the proceeds of the sale of the Refunding Series 2021A Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b)) hereof, the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) Obligations set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.