Back in June when they announced the LOI the Purchase Deposit was still refundable.
As of June 23, 2017, the Company has made a good-faith deposit of $1,000,000 with a third party escrow agent, which funds shall be fully refundable to the Company in the event that the Company and Songbird do not enter into a formal, definitive purchase agreement.
Then 8/30/2017 they entered into a formal agreement. Then the only way the Purchase Deposit would have to be refunded, is if the seller committed a material breach of the contract.
8.1 (a) Termination by Buyer
iii. upon receipt of a copy of Buyer’s written notice of termination to Seller pursuant to paragraphs 8.1(a)i. or (a)ii. above, Seller shall pay to Buyer the Purchase Deposit, and the Escrow Agent shall pay to Buyer the balance of funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement in the event that such half shall not have already been paid separately by Buyer.
8.a (b) Termination by Seller:
iv. upon receipt of a copy of Seller’s written notice of termination to Buyer pursuant to paragraphs 8.1(b)i., ii. or iii. above, the Escrow Agent shall pay to Buyer the balance of any funds held by the Escrow Agent pursuant to the Escrow Agreement, after deducting Buyer’s half of the escrow fee charged by the Escrow Agent in connection with the Escrow Agreement, in the event that such half shall not have already been paid separately by Buyer.
The 8k filed 11/29/17 states Baltia received written notice from the Seller.
