Escrow Conditions Sample Clauses

Escrow Conditions. The terms set forth herein shall serve as escrow instructions, and the Escrow Agent may attach hereto one of its printed forms of conditions of acceptance of escrow; provided, however, that in the event of any inconsistency between said conditions of acceptance and these terms and conditions, these terms and conditions shall prevail.

Escrow Conditions. Mortgage Investments will be funded through an escrow account handled by a title insurance company or by Redwood Mortgage, subject to the following conditions: (a) Satisfactory title insurance coverage will be obtained for all loans, with the title insurance policy naming the Partnership as the insured and providing title insurance in an amount at least equal to the principal amount of the loan. (Title insurance insures only the validity and priority of the Partnership's deed of trust, and does not insure the Partnership against loss by reason of other causes, such as diminution in the value of the security property, over appraisals, etc.). (b) Satisfactory fire and casualty insurance will be obtained for all loans, naming the Partnership as loss payee in an amount equal to cover the replacement cost of improvements (See "RISK FACTORS - Uninsured Losses"). (c) The General Partners do not intend to arrange for mortgage insurance, which would afford some protection against loss if the Partnership foreclosed on a loan and there were insufficient equity in the security property to repay all sums owed. If the General Partners determine in their sole discretion to obtain such insurance, the minimum loan-to-value ratio for residential property loans will be increased (See P▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇). (▇) All loan documents (notes, deeds of trust, escrow agreements, and any other documents needed to document a particular transaction or to secure the loan) and insurance policies will name the Partnership as payee and beneficiary. Mortgage Investments will not be written in the name of the General Partners, Redwood Mortgage or any other nominee.

Escrow Conditions. The Escrow Securities shall be forfeited and cancelled in the event that the ViComp Chip does not meet each and every one of the following performance conditions (the "Performance Standards"): (a) The ViComp Chip is capable of being manufactured in commercial quantities by no later than July 1, 1997; (b) The Company's cost to purchase fully manufactured ViComp Chips in commercial quantities from qualified third party manufacturers will not exceed $10.00 per chip; and (c) The Chip Cost will be at least $3.00 per chip less than the cost for the Company to purchase the lowest-priced chips that are functionally substantially equivalent to the ViComp Chip available from other manufacturers at the time the ViComp Chip is ready for commercial manufacture. All Escrow Securities, together with stock powers executed in blank, and the related Escrow Property shall be delivered to Dr. Sun by the Escrow Agent immediately following the conclusive determination of the satisfaction of the Performance Standards.

Escrow Conditions. Sonora Gold acknowledges and agrees that the Consideration Shares will be, and the Deal Capital Shares issuable to it pursuant to Section 2.3 may be, subject to escrow restrictions as required by the Exchange. The parties acknowledge and agree that pursuant to the policies of the Exchange, such shares may be subject to a 36 months time release or an 18 months time release depending on whether Deal Capital is at the time of issuance of such shares or at any time during the period within which the shares are held in escrow a Tier 1 Issuer or Tier 2 Issuer on the Exchange. Sonora Gold hereby agrees to place such shares in escrow under the terms of the Escrow Agreement or any other escrow agreement as may be required by the Exchange.

Escrow Conditions. (a) Upon completion of the offer, issue and sale by the Company of the Subscription Receipts, the gross proceeds from the Offering less the BG Subscriber’s Expense (the “Escrowed Proceeds”) will be held by the Escrow Agent (or such other escrow agent as may be acceptable to the Company and the BG Subscriber), in its capacity as escrow agent thereunder and invested in an interest bearing account (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”) pursuant to the SRA Agreement. The Escrowed Funds shall be released to the Company (or as it may direct), upon the receipt of written confirmation from the Exchange (the “Exchange Confirmation”) that all conditions precedent to the Listing have been satisfied (the “Escrow Release Condition”). As a condition precedent to the release of the Escrowed Funds to the Company, the Chief Executive Officer and Chief Financial Officer of the Company shall certify to the Escrow Agent that the Escrow Release Condition has been satisfied, and a copy of such certification shall be provided to the BG Subscriber together with a copy of the Exchange Confirmation. (b) In the event that the Escrow Release Condition is not satisfied at or before 5:00 p.m. (EST) on December 31, 2011 (the “Release Deadline”), then the Subscription Receipts shall expire automatically and be of no further force and effect and the Escrowed Funds shall be returned to the Subscribers pro rata. To the extent the Escrowed Proceeds are not sufficient to refund the Subscribers the full amount paid for the Subscription Receipts, the Company shall be liable and responsible to repay the deficiency to the Subscribers, pro rata. (c) The Subscription Receipts shall be created and issued pursuant to the SRA Agreement and the specific attributes of the Subscription Receipts shall be as set forth thereunder. The Company shall provide a copy of the SRA Agreement to the Subscriber upon request by the Subscriber. (d) The Subscriber, on its own behalf and on behalf of each beneficial purchaser, if any, for whom it is contracting under this Subscription Agreement, acknowledges and agrees that the rights of the holders of the Subscription Receipts (including, without limitation, the date of the Release Deadline) may be modified under the SRA Agreement pursuant to an extraordinary resolution approved either: (i) by holders of Subscription Receipts representing at least 66⅔% of the outstanding Subscri...

Escrow Conditions. (a) The duties of the Title Company shall be determined solely by the express provisions of this Agreement. The parties authorize the Title Company, without creating any obligation on the part of the Title Company, in the event this Agreement, the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, becomes involved in litigation, to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of the court in which the litigation is pending and thereupon the Title Company shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Title Company, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to pay over or deliver the Deposit, any portion of the Escrowed Equity delivered to it, or any other documents or funds delivered into Escrow, to the clerk of that court and thereupon the Title Company shall be fully relieved and discharged of any further responsibility hereunder. (b) The Title Company shall not be liable for any mistake of fact or error of judgment or any acts or omissions unless caused by its intentional misconduct or negligence. The Title Company shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given. (c) The parties will indemnify the Title Company for and hold it harmless against any loss, liability or expense incurred without negligence, bad faith or misconduct on the part of the Title Company arising out of or in connection with the acceptance of, or the performance of its duties under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising under this Agreement.

Escrow Conditions. NEDAK is currently engaged in negotiations with both its senior lending group led by AgCountry Farm Credit Services (the “Senior Lending Group”) related to a senior secured credit facility (the “Senior Loan”) and Arbor Bank (the “TIF Lender”) for its loan related to its tax increment financing (the “TIF Loan”) to restructure both the Senior Loan and the TIF Loan and address existing defaults under the respective loan agreements (the “Loan Restructuring”). As set forth in the PPM and the Escrow Agreement dated August 9, 2011 between NEDAK and the Escrow Agent (the “Escrow Agreement”), all subscription proceeds received by NEDAK pursuant to the PPM, including the TNDK Subscription Funds, shall be held in escrow until certain conditions are satisfied, including, without limitation, the following: (i) the Senior Lending Group shall have executed a loan modification agreement amending the Senior Loan on terms acceptable to the NEDAK Board of Directors (the “NEDAK Board”), pursuant to which all existing defaults thereunder are waived and amortization schedule and covenants modifications are adopted; and (ii) the TIF Lender shall have executed a loan modification agreement acceptable to the NEDAK Board, pursuant to which the TIF Loan is reinstated, all existing defaults thereunder are waived and covenant modifications acceptable to the NEDAK Board are adopted.

Escrow Conditions. At the closing, Sellers are to deliver to ▇▇▇▇▇ ▇▇▇▇▇▇, Attorney at Law, having an address at ▇▇ ▇▇▇▇▇▇ Place, Westport, CT 06880 ("Escrow Agent"), the sum of $15,000.00 to be held in escrow as security for the payment of certain liabilities of Seller, as provided in Article Six (6) above. Escrow Agent shall hold the foregoing $15,000.00 in accordance with this agreement, or a joint instruction signed by Sellers and Purchaser, or separate instructions of like tenor signed by Sellers and Purchaser, or a final judgment of a court of competent jurisdiction.

Escrow Conditions. For purposes of this Agreement, the “Escrow Conditions” are as follows: (a) the Confirmation Order shall be in full force and effect and no stay thereof shall be in effect; (b) neither the Plan of Reorganization nor the Confirmation Order shall have been amended or modified or any condition contained therein waived, in either case, in any manner materially adverse to the Bondholders; (c) all conditions precedent to the effectiveness of the Plan of Reorganization (other than the receipt by the Company of the net proceeds from the offering of the Bonds) shall have been, or substantially concurrently with the release of the funds held in the Escrow Account, will be, satisfied or waived (to the extent such waiver is not materially adverse to the Bondholders); (d) the Company and PG&E Corporation shall be in compliance in all material respects with the Confirmation Order; (e) all documents necessary to implement the Plan of Reorganization and the financing and distributions contemplated thereunder shall have been executed; (f) (i) the transactions as described and defined in the Plan of Reorganization to occur upon the Effective Date (as defined in the Plan of Reorganization) shall have been consummated, or substantially concurrently with the release of the funds held in the Escrow Account will be consummated, including the following: (A) PG&E Corporation shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings (including rights offerings) or private placements of common stock of PG&E Corporation (including securities exercisable for, exchangeable or convertible into, or purchase contracts to acquire, common stock of PG&E Corporation), for aggregate gross proceeds of at least $9.0 billion; (B) PG&E Corporation (1) shall have entered into, or shall enter into substantially concurrently with the release of the funds held in the Escrow Account, the HoldCo Credit Agreements (as defined herein), and shall have borrowed, or shall borrow substantially concurrently with the release of the funds held in the Escrow Account, pursuant to the HoldCo Term Loan Credit Agreement (as defined herein), and (2) shall have consummated, or shall consummate substantially concurrently with the release of the funds held in the Escrow Account, one or more public or private offerings of senior secured notes, in an aggregate principal amount, together with the aggregate gross pr...