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Escrow Agreement

 

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Title:

Escrow Agreement

Entities:

One Earth Energy LLC

Date:

2006

Size:

Preview shows 5KB of 19KB total

Price:

$36

ID:

#2262092

 

 

► Legal ► Escrow Agreements

 

 

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ESCROW AGREEMENT
          THIS ESCROW AGREEMENT (this Agreement) is made this 10th day of July, 2006, by and between the Company, LLC, an Illinois limited liability company (the Company) and First Busey Trust, as escrow agent (the Escrow Agent).
W I T N E S S E T H:
          WHEREAS, the Company proposes to offer certain of its Membership Units (the Units) at a price of Five Thousand Dollars ($5,000) per Unit, with a minimum purchase of Five (5) Units, in an offering (the Offering) conducted pursuant to a registration statement (the Registration Statement) filed or to be filed with the Securities and Exchange Commission and various states, including, without limitation, the States of Illinois and Indiana, and pursuant to exemptions in other states;
          WHEREAS, the Company will allow investors in the Offering to deliver the purchase price of the subscribed Units in installments; and
          WHEREAS, the Company desires to comply with the requirements of federal and state securities laws and regulations, and desires to protect the investors in the Offering by providing, under the terms and conditions herein set forth, for the return to subscribers of the money which they may pay on account of purchases of Units in the Offering if the Minimum Escrow Deposit (as hereinafter defined) is not deposited with the Escrow Agent.
          NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
          1.      Acceptance of Appointment. First Busey Trust hereby agrees to act as the Escrow Agent under this Agreement. The Escrow Agent shall have no duty to enforce any provision hereof requiring performance by any other party hereunder.
          2.      Establishment of Escrow Account. An escrow account (the Escrow Account) is hereby established with the Escrow Agent for the benefit of the investors in the Offering. Except as specifically provided in this Agreement, the Escrow Account shall be created and maintained subject to the customary rules and regulations of the Escrow Agent pertaining to such accounts.
          3.      Ownership of Escrow Account. Until such time as the funds deposited in the Escrow Account (the Escrow Funds) shall equal the Minimum Escrow Deposit (as hereinafter defined), the funds deposited in the Escrow Account by the Company shall not become the property of the Company or be subject to the debts of the Company or any other person, but shall be held by the Escrow Agent solely for the benefit of the investors who have subscribed for Units in the Offering.
          4.      Deposit of Proceeds. All proceeds from subscriptions in the Offering shall be delivered by the Company to the Escrow Agent, within forty-eight hours of receipt, endorsed (if

1


 

appropriate) to the order of the Escrow Agent, together with an appropriate written statement setting forth the name, address and social security number of each person subscribing for Units, the number of Units subscribed for, and the amount paid by each such subscriber. Any such proceeds deposited with the Escrow Agent in the form of uncollected checks shall be promptly presented by the Escrow Agent for collection through customary banking and clearing house facilities.

 

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