Escrow Procedures Sample Clauses

Escrow Procedures. The parties agree that their respective rights and obligations with respect to the Escrow Fund, including the funding of the requisite amounts into the Escrow Fund, the procedure for the making of claims against the amounts in the Escrow Fund and the release of such amounts from the Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement, and (y) from time to time after the Closing, promptly after the determination of any amounts due from or with respect to the Escrow Fund on account of the Overpayment Amount pursuant to Section 2.4 (if any) or the Company Securityholders’ indemnification obligations under this Article 9, Buyer and the Representative shall deliver to the Escrow Agent joint direction giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement. Within two (2) Business Days after the Indemnity Termination Date, Buyer and the Representative shall deliver to the Escrow Agent joint direction to release to the Paying Agent, for and on behalf of the Company Securityholders, the excess, if any, of (i) funds then in the Escrow Fund over (ii) the aggregate amount of any then unresolved claims for indemnification asserted by the Buyer Indemnified Parties in good faith prior to the Indemnity Termination Date in accordance with the terms of this Agreement (each, a “Pending Claim”). After the Indemnity Termination Date, on the third (3rd) Business Day following the date that any Pending Claim is finally resolved (and the payment, if any, to the Buyer Indemnified Parties with respect to such resolution has been made in full), Buyer and the Representative shall deliver joint direction instructing the Escrow Agent to release to the Paying Agent from the Indemnity Escrow Fund the result of, if greater than zero, (x) the amount then remaining in the Indemnity Escrow Fund minus (y) the aggregate amount under any unresolved Pending Claims. Any such amounts so released to the Paying Agent, if any, shall be distributed by the Paying Agent to the Company Securityholders in accordance with the terms of this Agreement, including the Payment Spreadsheet.

Escrow Procedures. Proceeds from subscriptions for the units will be deposited in an interest-bearing escrow account that we have established with Fifth Third Bank, as escrow agent under a written escrow agreement. When (1) the proceeds deposited in the escrow account equal at least $10,000,000 in subscription proceeds (exclusive of interest) and (2) we have received written debt financing commitments providing for sufficient debt financing which, combined with the subscribed for offering proceeds and funds we raised in previous private placement offerings, are equal to at least our then estimated total ethanol plant project cost, we will mail written notice to all subscribers that the payment of the remainder of the purchase price is due to be paid to the escrow agent within 15 days. The escrow agent will not release funds from the escrow account to Liberty until (1) the total subscription proceeds for fully-paid units deposited in the escrow account equals or exceeds $50,000,000 (exclusive of interest) and (2) the escrow agent receives a copy of Liberty’s written debt financing commitments. When these conditions are met (the “Escrow Release Date”), the escrow account will close and all proceeds will be distributed to Liberty.

Escrow Procedures. It is agreed that any payment from any escrow account to be established hereunder shall be pursuant to the joint written instructions of both parties hereto, or a final non-appealable decision rendered pursuant to the provisions of Article 20.8 hereof and so certified by the party requesting the payment. [Signature page follows]

Escrow Procedures. No investor funds shall be released from escrow until either the Target CF Minimum is met for Regulation CF. The Target CF Minimum must be met on or before the Offering End Date for funds to be released from escrow.

Escrow Procedures. (a) The parties hereto agree that (i) their respective rights and obligations with respect to the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, the procedure for the making of claims against the amounts in the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, and the release of such amounts from the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund, shall be governed by, and subject to the terms and provisions of, this Agreement, the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement (as applicable) and (ii) within 2 Business Days after the determination hereunder of any amounts due from or with respect to the Indemnity Escrow Fund or the China Intercompany Indebtedness Escrow Fund, they shall deliver to the Escrow Agent irrevocable instructions giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Indemnity Escrow Agreement or the China Intercompany Indebtedness Escrow Fund (as applicable). (b) Amounts shall be released from the Indemnity Escrow Fund as follows: (i) on the date that is the first anniversary of the Closing Date, the amount (if any) remaining in the Indemnity Escrow Fund in excess of the sum of (I) $2,075,000 and (II) the Pending Claims Amount as of such date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and (ii) on the Final Release Date, the excess (if any) of the cash balance which remains in the Indemnity Escrow Fund as of the Final Release Date over the Pending Claims Amount as of the Final Release Date, shall be released and distributed to Seller in accordance with the Indemnity Escrow Agreement; and (iii) after the Final Release Date, the excess of the amount in the Indemnity Escrow Fund over the Pending Claims Amount at the relevant date of calculation. (c) Notwithstanding anything to the contrary in the Indemnity Escrow Agreement and the China Intercompany Indebtedness Escrow Agreement, any interest accruing on amounts in the Indemnity Escrow Fund and the China Intercompany Indebtedness Escrow Fund shall be for the account of Seller, and shall be paid to Seller on closing of the relevant account and such interest shall not become part of the principal amounts in such respective funds.

Escrow Procedures. The parties hereto agree that their respective rights and obligations with respect to the Indemnity Escrow Account, including the funding of the requisite amounts into the Indemnity Escrow Account, the procedure for the making of claims against the amounts in the Indemnity Escrow Account and the release of such amounts from the Indemnity Escrow Account, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement.

Escrow Procedures. The Underwriter and the Company shall enter into an escrow agreement (the "Escrow Agreement") in substantially the form appended hereto as Annex B with The National Bank of Southern California, Newport Beach, California (the "Escrow Agent") pursuant to which the Underwriter will deposit subscription funds it receives on behalf of the Company for Units prior to the Closing Date with the Escrow Agent, to be released by the Escrow Agent as provided in the Escrow Agreement. The Underwriter and/or any broker/dealers which are members of the selling group shall transmit any checks received from subscribers directly to the Escrow Agent by noon, California time, of the next business day after receipt of such checks.

Escrow Procedures. The parties hereto agree that (a) their respective rights and obligations with respect to the Indemnity Escrow Account, including the funding of the requisite amounts into the Indemnity Escrow Account, the procedure for the making of claims against the amounts in the Indemnity Escrow Account and the release of such amounts from the Indemnity Escrow Account, shall be governed by, and subject to the terms and provisions of, this Agreement and the Escrow Agreement and (b) promptly after the determination hereunder of any amounts due from or with respect to the Indemnity Escrow Account, they shall deliver to the Escrow Agent irrevocable instructions giving effect to the release of such amounts in accordance with the terms and provisions of this Agreement and the Escrow Agreement.

Escrow Procedures. (a) The Escrow Deposit is separate from and in addition to all other application fees and escrow deposits that may be required by the Township pursuant to the terms of the Redevelopment Agreement, including any applications for land use approvals that may be needed to implement the Redevelopment Plan. Additions to the Escrow Deposit may subsequently become necessary to cover all reimbursable expenses incurred by the Township, as “Escrowee”, pursuant to the terms of this Redevelopment Agreement. (b) The Escrow Deposit and all additions thereto shall be held by the Escrowee in a banking institution or savings and loan association in the State of New Jersey insured by an agency of the federal government, or in any other fund or depository approved for such deposits by the State of New Jersey, in a segregated, non-interest bearing account referenced to this Redevelopment Agreement. (c) The Escrowee shall use the Escrow Deposit and all additions thereto to pay Township Costs in accordance with the provisions of this Redevelopment Agreement. Each payment for professional services charged to the Escrow Account shall be pursuant to a voucher from the professional or consultant, identifying the personnel performing services, each date the services were performed, the hours spent in not greater than one-tenth (1/10) hour increments, the hourly rate, and specifying the services performed. All professionals shall submit the required vouchers or statements to the Escrowee on a monthly basis in accordance with the schedule and procedures established by the Escrowee. The professionals or the Escrowee shall simultaneously send an informational copy of each voucher or statement submitted to the Escrowee to the Redeveloper; provided, that each such informational voucher or statement may be redacted if and as necessary to prevent disclosure of privileged or otherwise confidential matters. (d) Within three (3) Business Days after a written request by the Redeveloper is received by the Township Attorney, the Escrowee shall prepare and send to the Redeveloper a statement which shall include an accounting of funds listing all deposits, disbursements and the cumulative balance of the Escrow Account. If at any time the balance in the Escrow Account is less than Five Thousand Dollars ($5,000.00), the Escrowee shall provide the Redeveloper with a notice of the insufficient Escrow Account balance. Redeveloper shall deposit to the Escrow Account additional funds such that the total am...