Exhibit 10.9
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ESCROW AGREEMENT
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THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
December 4, 2000, by Condor Capital Inc., a Nevada Corporation (the "Company");
The May Xxxxx Group, a Maryland corporation (the "Placement Agent"); and First
Union National Bank, a national banking association, as Escrow Agent hereunder
(the "Escrow Agent").
BACKGROUND
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WHEREAS, the Company and the Placement Agents have entered into a Placement
Agency Agreement (the "Placement Agency Agreement"), dated as of the date
hereof, pursuant to which the Company proposes to sell the Company's Common
Stock, $0.01 par value per share (the "Common Stock"), at a price per share
equal to the Purchase Price, as that term is defined in the Securities Purchase
Agreement dated the date hereof between the Company and the investor named
therein ( the "Purchase Agreement"), for an aggregate price of up to One Million
Three Hundred Thousand Dollars ($1,300,000). The Purchase Agreement provides
that the Investor shall deposit the purchase amount in a segregated escrow
account to be held by Escrow Agent in order to effectuate a disbursement to the
Company at a closing to be held as set forth in the Purchase Agreement. (the
"Closing")
WHEREAS, the Placement Agent intends to sell the Common Stock as the
Company's agent (the "Offering").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
deposited with it in accordance with the terms of this agreement.
WHEREAS, in order to establish the escrow of funds and to effect the
provisions of the Credit Agreement, the parties hereto have entered into this
Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:
1. Definitions. The following terms shall have the following meanings when
used herein:
a. "Escrow Funds" shall mean the funds deposited with the Escrow Agent
pursuant to this Agreement.
b. "Joint Written Direction" shall mean a written direction executed by the
Placement Agent and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.
c. "Escrow Period" shall begin with the commencement of the Offering and
shall terminate upon the earlier to occur of the following dates:
(i) The date upon which the Escrow Agent confirms that it has received in
the Escrow Account all of the Proceeds;
(ii) The expiration of twenty (20) days from the date of commencement of
the Offering (unless extended by mutual written agreement between the Company
and the Placement Agent with a copy of such extension to the Escrow Agent); or
(iii) The date upon which a determination is made by the Company and the
Placement Agent to terminate the Offering prior to the sale of all the Common
Stock.
During the Escrow Period, the Company and the Placement Agent are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow Account shall become the property of the Company or the Placement
Agent or any other entity, or be subject to the debts of the Company or the
Placement Agent or any other entity.
2. Appointment of and Acceptance by Escrow Agent. The Placement Agent and
the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder.
Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer
of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest
and disburse the Escrow Funds in accordance with this Agreement.
3. Creation of Escrow Funds. On or prior to the date of the commencement of
the Offering, the parties shall establish an escrow account with the Escrow
Agent, which escrow account shall be entitled as follows: Condor Capital
Inc./May Xxxxx Group, Inc. Escrow Account for the deposit of the Escrow Funds.
The Placement Agent will instruct subscribers to wire funds to the account of
the Escrow Agent as follows:
Bank: First Union National Bank of New Jersey
Routing # 000000000
Account # 2020000659170
Name on Account: Xxxxxx Xxxxxxxx LLP/First Union Escrow Account
Name on Sub-Account: Condor Capital Inc./May Xxxxx Group, Inc.
Escrow account
Reference Sub-Account # 1298-00
Attn: Xxxxxx Xxxxxxx (000) 000-0000
Xxxxxxx Xxxxxxxxx (000) 000-0000
Only wire transfers shall be accepted.
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4. Deposits into the Escrow Account. The Placement Agent agrees that they
shall promptly deliver all monies received from subscribers for the payment of
the Common Stock to the Escrow Agent for deposit in the Escrow Account.
5. Disbursements from the Escrow Account.
(a) At such time as Escrow Agent has collected and deposited instruments of
payment in the total amount of the Escrow Funds, Escrow Agent shall notify the
Company and the Placement Agent. The Escrow Agent will continue to hold such
funds until Placement Agent and Company execute a Joint Written Direction
directing the Escrow Agent to disburse the Proceeds pursuant to Joint Written
Direction signed by the Company. In disbursing such funds, Escrow Agent is
authorized to rely upon such Joint Written Direction from Company and may accept
any signatory from the Company listed on the signature page to this Agreement
and any signature from the Placement Agents that Escrow Agent already has on
file.
In the event the Escrow Agent does not receive the amount of the Escrow
Funds from the investors, the Escrow Agent shall notify the Company and the
Placement Agent. Upon receipt of payment instructions from the Company, the
Escrow Agent shall refund to each subscriber without interest the amount
received from each investor, without deduction, penalty, or expense to the
subscriber. The purchase money returned to each subscriber shall be free and
clear of any and all claims of the Company, the Placement Agent or any of their
creditors.
In the event the Escrow Agent does receive the amount of the Escrow Funds
prior to expiration of the Escrow Period, in no event will the Escrow Funds be
released to the Company until such amount is received by the Escrow Agent in
collected funds. For purposes of this Agreement, the term "collected funds"
shall mean all funds received by the Escrow Agent which have cleared normal
banking channels and are in the form of cash.
6. Collection Procedure. The Escrow Agent is hereby authorized to forward
each wire for collection and, upon collection of the proceeds of each wire
deposit the collected proceeds in the Escrow Account.
Any wires returned unpaid to the Escrow Agent shall be returned to the
Placement Agent. In such cases, the Escrow Agent will promptly notify the
Company of such return.
If the Company rejects any subscription for which the Escrow Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check or
wire to the rejected subscriber. If the Company rejects any subscription for
which the Escrow Agent has not yet collected funds but has submitted the
subscriber's wire for collection, the Escrow Agent shall promptly issue a check
or wire the amount of the subscriber's wire to the rejected subscriber after the
Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a
rejected subscriber's wire for collection, the Escrow Agent shall promptly remit
the subscriber's wire directly to the subscriber. The Company shall provide
payment instructions to the Escrow Agent.
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7. Suspension of Performance: Disbursement Into Court. If at any time,
there shall exist any dispute between the Company and the Placement Agent with
respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within 30 days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:
a. suspend the performance of any of its obligations (including without
limitation any disbursement obligations) under this Escrow Agreement until such
dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 8 hereof; and/or
b. petition (by means of an interpleader action or any other appropriate
method) any court of competent jurisdiction in any venue convenient to Escrow
Agent, for instructions with respect to such dispute or uncertainty, and to the
extent required by law, pay into such court, for holding and disposition in
accordance with the instructions of such court, all funds held by it in the
Escrow Funds, after deduction and payment to Escrow Agent of all fees and
expenses (including court costs and attorneys' fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with performance of its
duties and the exercise of its rights hereunder.
c. Escrow Agent shall have no liability to the Company, the Placement
Agent, or any person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.
8. Investment of Escrow Funds. The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.
If Escrow Agent has not received a Joint Written Direction at any time that
an investment decision must be made, Escrow Agent shall invest the Escrow Funds,
or such portion thereof, as to which no Joint Written Direction has been
received, in investments described above. The foregoing investments shall be
made by the Escrow Agent. Notwithstanding anything to the contrary contained,
Escrow Agent may, without notice to the parties, sell or liquidate any of the
foregoing investments at any time if the proceeds thereof are required for any
release of funds permitted or required hereunder, and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or liquidation. With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds or any Joint Written Direction received by Escrow Agent
with respect to investment of any funds in the Escrow Funds after ten o'clock,
a.m., New Jersey time, Escrow Agent shall not be required to invest such funds
or to effect such investment instruction until the next day upon which banks in
New Jersey are open for business.
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9. Resignation and Removal of Escrow Agent. Escrow Agent may resign from
the performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Placement Agents and the Company identified
in Sections 13a. (iv) and 13b. (iv), below, jointly shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
$10,000,000.00. Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.
10. Liability of Escrow Agent.
a. Escrow Agent shall have no liability or obligation with respect to the
Escrow Funds except for Escrow Agent's willful misconduct or gross negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow Agent shall have no implied duties or obligations and shall not be
charged with knowledge or notice or any fact or circumstance not specifically
set forth herein. Escrow Agent may rely upon any instrument, not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any information contained therein, which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement. In
no event shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited, this Agreement or the Purchase
Agreement, or to appear in, prosecute or defend any such legal action or
proceeding. Escrow Agent may consult legal counsel selected by it in any event
of any dispute or question as to construction of any of the provisions hereof or
of any other agreement or its duties hereunder, or relating to any dispute
involving any party hereto, and shall incur no liability and shall be fully
indemnified from any liability whatsoever in acting in accordance with the
opinion or instructions of such counsel. The Company and the Placement Agent
jointly and severally shall promptly pay, upon demand, the reasonable fees and
expenses of any such counsel.
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b. The Escrow Agent is hereby authorized, in its sole discretion, to comply
with orders issued or process entered by any court with respect to the Escrow
Funds, without determination by the Escrow Agent of such court's jurisdiction in
the matter. If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it, without
the need for appeal or other action; and if the Escrow Agent complies with any
such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or to any other person or entity by reason of such compliance
even though such order, writ judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.
11. Indemnification of Escrow Agent. From and at all times after the date
of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any
and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or
asserted against any of the Indemnified Parties from and after the date hereof,
whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including
any inquiry or investigation) by any person, including without limitation the
parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such Indemnified Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted from the gross negligence or willful misconduct
of such Indemnified Party. If any such action or claim shall be brought or
asserted against any Indemnified Party, such Indemnified Party shall promptly
notify the Company and the Placement Agent hereunder in writing, and the
Placement Agent and the Company shall assume the defense thereof, including the
employment of counsel and the payment of all expenses. Such Indemnified Party
shall, in its sole discretion, have the right to employ separate counsel (who
may be selected by such Indemnified Party in its sole discretion) in any such
action and to participate and to participate in the defense thereof, and the
fees and expenses of such counsel shall be paid by such Indemnified Party,
except that the Placement Agents and/or the Company shall be required to pay
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such fees and expense if (a) the Placement Agent or the Company agree to pay
such fees and expenses, or (b) the Placement Agent and/or the Company shall fail
to assume the defense of such action or proceeding or shall fail, in the sole
discretion of such Indemnified Party, to employ counsel reasonably satisfactory
to the Indemnified Party in any such action or proceeding, (c) the Placement
Agent and the Company is the plaintiff in any such action or proceeding or (d)
the named or potential parties to any such action or proceeding (including any
potentially impleaded parties) include both Indemnified Party, the Company
and/or the Placement Agent and the Indemnified Party shall have been advised by
counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the Company or the Placement
Agent. The Placement Agent and the Company shall be jointly and severally liable
to pay fees and expenses of counsel pursuant to the preceding sentence, except
that any obligation to pay under clause (a) shall apply only to the party so
agreeing. All such fees and expenses payable by the Company and/or the Placement
Agent pursuant to the foregoing sentence shall be paid from time to time as
incurred, both in advance of and after the final disposition of such action or
claim. The obligations of the parties under this section shall survive any
termination of this Agreement, and resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.
The parties agree that neither payment by the Company or the Placement
Agent of any claim by Escrow Agent for indemnification hereunder shall impair,
limit, modify, or affect, as between the Placement Agent and the Company, the
respective rights and obligations of Placement Agent, on the one hand, and the
Company, on the other hand, under the Placement Agency Agreement.
12. Expenses of Escrow Agent. Except as set forth in Section 11 the Company
shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like. All of the compensation and reimbursement obligations set
forth in this Section shall be payable by the Company, upon demand by Escrow
Agent. The obligations of the Company under this Section shall survive any
termination of this Agreement and the resignation or removal of Escrow Agent.
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13. Warranties.
a. Placement Agent makes the following representations and warranties to
Escrow Agent:
(i) Placement Agent has full power and authority to execute and
deliver this Escrow Agreement and to perform its obligations hereunder.
(ii) This Escrow Agreement has been duly approved by all necessary
corporate action of Placement Agent, including any necessary shareholder
approval, has been executed by duly authorized officers of the Placement
Agent, enforceable in accordance with its terms.
(iii) The execution, delivery, and performance of the Placement Agent
of this Agreement will not violate, conflict with, or cause a default under
the certificate of incorporation or bylaws of Placement Agent, any
applicable law or regulation, any court order or administrative ruling or
degree to which the Placement Agent is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding
arrangement.
(iv) Xxxxxxx Xxxxxx has been duly appointed to act as the
representative of The May Xxxxx Group, Inc., hereunder and has full power
and authority to execute, deliver, and perform this Escrow Agreement, to
execute and deliver any Joint Written Direction, to amend, modify, or waive
any provision of this Agreement, and to take any and all other actions as
the Placement Agent's representative under this Agreement, all without
further consent or direction form, or notice to, the Placement Agent or any
other party.
(v) No party other than the parties hereto and the Investors have, or
shall have, any lien, claim or security interest in the Escrow Funds or any
part thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part thereof.
(vi) All of the representations and warranties of the Placement Agent
contained herein are true and complete as of the date hereof and will be
true and complete at the time of any disbursement from the Escrow Funds.
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b. The Company makes the following representations and warranties to Escrow
Agent:
(i) The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada , and has full power
and authority to execute and deliver this Escrow Agreement and to perform
its obligations hereunder.
(ii) This Escrow Agreement has been duly approved by all necessary
corporate action of the Company, including any necessary shareholder
approval, has been executed by duly authorized officers of the Company,
enforceable in accordance with its terms.
(iii) The execution, delivery, and performance by the Company of this
Escrow Agreement is in accordance with the Purchase Agreement and will not
violate, conflict with, or cause a default under the certificate of
incorporation or bylaws of the Company, any applicable law or regulation,
any court order or administrative ruling or decree to which the Company is
a party or any of its property is subject, or any agreement, contract,
indenture, or other binding arrangement, including without limitation to
the Securities Purchase Agreement, to which the Company is a party.
(iv) ______________ has been duly appointed to act as the
representatives of the Company hereunder and has full power and authority
to execute, deliver, and perform this Escrow Agreement, to execute and
deliver any Joint Written Direction, to amend, modify or waive any
provision of this Agreement and to take all other actions as the Company's
Representative under this Agreement, all without further consent or
direction from, or notice to, the Company or any other party.
(v) No party other than the parties hereto and the Investors have, or
shall have, any lien, claim or security interest in the Escrow Funds or any
part thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part thereof.
(vi) All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and will be
true and complete at the time of any disbursement from the Escrow Funds.
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14. Consent to Jurisdiction and Venue. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Essex County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.
15. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of recipet and addressed to the party to be
notified as follows:
If to Placement Agent, to:
The May Xxxxx Group, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
with Copy to:
Xxxxxx Xxxxxxxx, LLP
0000 Xxxxxxxxxx Xxxxxx
Xxxxx #0
Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Company, to:
Condor Capital Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 0000
Xxx Xxxxx, Xxxxxx
Attn: Xxx Xxxx and Xxx Xxxxxxx
Facsimile: (000) 000-0000
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with copy to:
Xxxxxx X. Xxxxxxx
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Escrow Agent, to:
First Union National Bank,
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
Or to such other address as each party may designate for itself by like
notice.
16. Amendments or Waiver. This Agreement may be changed, waived, discharged
or terminated only by a writing signed by the parties hereto. No delay or
omission by any party in exercising any right with respect hereto shall operate
as waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion.
17. Severability. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
18. Governing Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.
19. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.
20. Binding Effect. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Placement Agent, the
Company, or the Escrow Agent.
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21. Execution of Counterparts. This Agreement and any Joint Written
Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.
22. Termination. Upon the first to occur of the disbursement of all amounts
in the Escrow Funds pursuant to Joint Written Directions or the disbursement of
all amounts in the Escrow Funds into court pursuant to Section 7 hereof, this
Agreement shall terminate and Escrow Agent shall have no further obligation or
liability whatsoever with respect to this Agreement or the Escrow Funds.
[REMAINDER OF PAGE INTENIONALLY LEFT BLANK]
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IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.
CONDOR CAPITAL INC.
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
----------------------------------------
Title: President/CEO
FIRST UNION NATIONAL BANK
By:
Name: Xxxxxx Xxxxxxx
Title: As Escrow Agent
THE MAY XXXXX GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
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