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Document Preview Funds Escrow Agreement |
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Title: |
Funds Escrow Agreement |
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Entities: |
Citibank, NA; Goldspring Inc.; InterGroup Corp.; Santa Fe Financial Corp.; Greenberg Traurig |
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Date: |
2004 |
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Size: |
Preview shows 7KB of 35KB total |
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Price: |
$39 |
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ID: |
#1348736 |
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FUNDS ESCROW AGREEMENT
This Agreement is dated as of the 30th day of November, 2004 among Goldspring, Inc., a Florida corporation (the Company), the Subscribers identified on Schedule A hereto (each a Subscriber and collectively Subscribers), and Grushko & Mittman, P.C. (the Escrow Agent):
W I T N E S S E T H:
WHEREAS, the Company and Subscribers have entered into a Subscription Agreement calling for the sale by the Company to the Subscribers of Convertible Notes in the aggregate principal amount of up to $12,000,000 and Warrants in the denominations set forth on Schedule A hereto; and
WHEREAS, the parties hereto require the Company to deliver the Notes and Warrants against payment therefor, with such Notes, Warrants and the Escrowed Payment to be delivered to the Escrow Agent to be held in escrow and released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and
WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to the terms and conditions of this Agreement;
NOW THEREFORE, the parties agree as follows:
ARTICLE I
INTERPRETATION
1.1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given to such terms in the Subscription Agreement. Whenever used in this Agreement, the following terms shall have the following respective meanings:
(a) Agreement means this Agreement and all amendments made hereto and thereto by written agreement between the parties;
(b) Closing Date shall have the meaning set forth in Section 14(b) of the Subscription Agreement;
(c) Escrowed Payment means the Common Stock, Class A Warrants and Green Shoe Warrants set forth on Schedule A hereto;
(d) Legal Fees shall have the meaning set forth in Section 8(b) of the Subscription Agreement;
(e) Legal Opinion means the original signed legal opinion referred to in Section 6 of the Subscription Agreement;
(f) Notes shall have the meaning set forth in the Subscription Agreement;
(g) Subscription Agreement means the Subscription Agreement (and the exhibits thereto) entered into or to be entered into by the parties in reference to the sale and purchase of the Notes and Warrants;
(h) Warrants shall have the meaning set forth in Section 3 of the Subscription Agreement;
(i) Collectively, the executed Subscription Agreement, Notes, Legal Opinion, and Warrants are referred to as Company Documents; and
(j) Collectively, the Escrowed Payment and the executed Subscription Agreement are referred to as Subscriber Documents.
1.2. Entire Agreement. This Agreement along with the Company Documents and the Subscriber Documents constitute the entire agreement between the parties hereto pertaining to the Company Documents and Subscriber Documents and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof except as specifically set forth in this Agreement, the Company Documents and the Subscriber Documents.
1.3. Extended Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word person includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.
1.4. Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance. Except as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or future exercise of any other right, power or privilege hereunder.
1.5. Headings. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
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