Deliveries by Escrow Agent. 6 2.05 Termination in Absence of Closing...................................... 6
Deliveries by Escrow Agent. The Escrow Agent shall deliver to Buyer, Shell, X. Xxxx, Silver Point, Aera and other Persons, as applicable, the various Transaction Documents and funds previously delivered into escrow, in accordance with the terms of the Escrow Agreement.
Deliveries by Escrow Agent. Escrow Agent is hereby authorized, without notice or further authorization from the other parties, to follow the further instructions of the NJ Division of Taxation with respect to the Escrow, as communicated by the NJ Division of Taxation to Buyer and/or Escrow Agent from time to time. In furtherance of the foregoing, in the event that the NJ Division of Taxation (a) requests Buyer and/or Escrow Agent to release all or any portion of the Escrow to the NJ Division of Taxation, Escrow Agent will release the Escrow (or requested portion thereof) to the NJ Division of Taxation, and/or (b) provides a Clearance Letter to Escrow Agent providing that all or a portion of the Escrow may be released to Seller, Escrow Agent shall release the Escrow to Seller (or authorized portion thereof). Each of the parties hereto will send any communication received from the NJ Division of Taxation with respect to the Escrow to the other parties. For the avoidance of doubt, if the Escrow (or any portion thereof) is released to the NJ Division of Taxation pursuant to this Agreement, such amount shall be deemed to have been received by Seller for purposes of the Purchase Agreement.
Deliveries by Escrow Agent. A. Concurrent with execution of this Agreement, the Escrow Agent shall deliver, or cause to be delivered, a copy of the executed original of this Agreement and the Escrow Agreement to PPEC, BGE and to OG.
Deliveries by Escrow Agent. At or before 2:00 p.m. on the Closing Date, Purchaser shall initiate a wire transfer of immediately available funds in an amount equal to the Cash Consideration (other than the portion thereof to be paid following Closing in accordance with Section 2.2(d)) to an account or accounts to be designated by the Sellers, such designation to be made no later than the Delivery Date. Upon confirmation from either of the parties that said wire transfer of funds has been effected, the Escrow Agent shall be authorized, and hereby agrees, to date as of the Closing Date all documents held by it in escrow which, in accordance with the terms of this Agreement, are to be dated as of the Closing Date and to deliver, and the Escrow Agent shall release from escrow and deliver, (i) to the Sellers stock certificates representing the Stock Consideration described in Section 2, the Registration Rights Agreement, and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Purchaser to the Sellers at Closing, and (ii) to Purchaser duly endorsed certificates or other evidences of ownership representing all of the GPS Membership Interests together with such other customary documents as may be required to transfer same, and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Purchaser to Sellers at the Closing. SECTION 4 REPRESENTATIONS, WARRANTIES AND CERTAIN
Deliveries by Escrow Agent. Upon confirmation from either Purchaser or the Sellers that the wire transfer of funds described in Section 3.2 of the Membership Interest Purchase Agreement has been effected, the Escrow Agent shall be authorized, and hereby agrees, to date as of the Closing Date all documents held by it in escrow which, in accordance with the terms of this Agreement, are to be dated as of the Closing Date and to deliver, and the Escrow Agent shall release from escrow and deliver, (i) to the Sellers, and to the Other Stockholders, as the case may be, stock certificates representing the Consideration described in Section 2, and (ii) to Purchaser (A) duly endorsed stock certificates representing all of the outstanding shares of GPS-Connecticut Stock together with such other customary documents as may be required to transfer same, (B) duly endorsed stock certificates representing all of the outstanding shares of GPS-California Stock together with such other customary documents as may be required to transfer same.
