Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Purchaser. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released. If Escrow Agent receives a notice from Seller or Purchaser that the Agreement has been Terminated, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller. Escrow Agent shall release the Escrow Fund to Seller without the consent of Purchaser or notice to Purchaser.
Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Buyer provided that Buyer may unilaterally withdraw the entire Escrow Fund on or before April 7, 2006. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released.
Disbursement of Escrow Fund. The Escrow Fund shall be held by the Escrow Agent and not disbursed until one of the following events has occurred, in which event the Escrow Agent is authorized and directed to disburse the Escrow Fund, or a portion thereof, in the manner indicated: [ESCROW CONDITIONS FROM ARTICLE IX OF COKE PURCHASE AGREEMENT TO BE INSERTED HERE]
Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Purchaser. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released. If Escrow Agent receives a notice from Seller or Purchaser that the Agreement has been terminated pursuant to Section 4.2 of the Agreement, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller. If Escrow Agent receives a notice from Seller or Purchaser that the Agreement has been terminated, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller. Escrow Agent shall release the Escrow Fund to Seller without the consent of Purchaser or notice to Purchaser.
Disbursement of Escrow Fund. (a) The Escrow Agent shall release all or a portion of the Escrow Fund ONLY upon receipt by the Escrow Agent of a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative.
Disbursement of Escrow Fund. (a) The Buyer shall be entitled to payment from the Escrow Fund to the extent Buyer is entitled to indemnity under Article 11 of the Purchase Agreement, to the extent the Buyer is entitled to payment under Section 3.2(d) of the Purchase Agreement, and to the extent the Buyer is entitled to payment under Section 7.8 of the Purchase Agreement.
Disbursement of Escrow Fund. The Escrow Agent agrees to hold the Escrow Amount as provided hereunder until the Escrow Amount is released as follows:
Disbursement of Escrow Fund. All disbursements shall be made from the Escrow Fund pursuant to the provisions of Paragraph 7.7 of the Purchase Agreement.
Disbursement of Escrow Fund. The Escrow Agent shall disburse the Escrow Fund in accordance with the following terms and conditions:
Disbursement of Escrow Fund. Escrow Agent may disburse all or any portion of the Escrow Fund in accordance with and in reliance upon written instructions from both Seller and Buyer. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the funds are to be released have been fulfilled or not fulfilled, or to whom funds are released. If Escrow Agent receives a notice from Seller or Buyer that the Purchaser Agreement has been terminated pursuant to Section 4.2 of the Purchase Agreement, Escrow Agent shall immediately deliver all of the Escrow Fund to Seller. Escrow Agent shall release the Escrow Fund to Seller without the consent of Buyer or notice to Buyer.
