Escrow Arrangements; Form of Payment Clause Samples
The "Escrow Arrangements; Form of Payment" clause defines how payments related to the agreement will be handled through an escrow account. Typically, it specifies that funds will be deposited with a neutral third-party escrow agent, who will release the money only when certain conditions or milestones are met, such as the delivery of goods or completion of services. This arrangement ensures that both parties are protected: the seller is assured of payment upon fulfilling their obligations, and the buyer's funds are safeguarded until those obligations are met, thereby reducing the risk of non-performance or fraud.
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Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses of Butler Gonzalez LLP of which Fi▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus structuring fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by the parties and pursuant to the terms of the Escrow Agreement, each Subscriber agrees to make the deliveries required of such Subscriber as set forth in the Escrow Agreement and the Company agrees to make the deliveries required of the Company as set forth in the Escrow Agreement.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with the Escrow Agent, pursuant to the terms the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees to be paid directly from the proceeds the Closings as set forth herein, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the Subscription Amount for the First Closing shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A., as escrow agent (the "Escrow Agent"), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow, at each Closing by wire transfer of immediately available funds, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), shall be deposited in a non-interest bearing escrow account with First Union National Bank, as escrow agent ("ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Consultant and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus the fees and expenses of the Consultant, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by the parties and pursuant to the terms of the Escrow Agreement, each Subscriber agrees to make the deliveries required of such Subscriber as set forth in the Escrow Agreement annexed hereto as EXHIBIT A and the Company agrees to make the deliveries required of the Company as set forth in the Escrow Agreement.
Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLP, as escrow agent (the "Escrow Agent"), pursuant ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees set forth in Section 4(g) hereof by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.
Escrow Arrangements; Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Purchase Price shall be deposited in a non-interest bearing escrow account with Signature Bank as escrow agent (the “Escrow Agent”), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the Purchase Price for the Convertible Notes to be issued and sold to the Buyer(s) on such Closing Date, and (ii) the Company shall deliver to the Buyer(s), the Convertible Note, duly executed on behalf of the Company.