Escrow Period; Termination of Escrow Sample Clauses

Escrow Period; Termination of Escrow. The escrow period shall commence on the date hereof and shall end on the date on which all of the Escrow Property shall have been distributed in accordance with Section 4 hereof.
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Escrow Period; Termination of Escrow. (a) The period during which the Escrow Funds shall be held in escrow hereunder (the "Escrow Period") shall commence on the date hereof and shall end on the date that is the later of (i) the date on which all of the Escrow Funds have been delivered to the Buyer pursuant to Section 4 hereof and (ii) the first anniversary of the date hereof (the "Disbursement Date").
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Escrow Period; Termination of Escrow. .21. The period during which the Hold Back Consideration shall be held in escrow hereunder (the “Escrow Period”) shall commence on the date hereof and, subject to the provisions of Section 5.3 below, shall end on the earlier of (i) the date on which all of the Hold Back Consideration have been delivered to Acquiror pursuant to Section 4.2 hereof or (ii) the expiration of the Survival Period (the “Scheduled Final Disbursement Date”).
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Escrow Period; Termination of Escrow. On April 19, 2003, Escrow Agent shall pay and distribute the then amount of the Escrow Account to Stockholder Representative unless (a) any Claims are then pending, in which case an amount equal to the aggregate dollar amount of such Claims (as shown in the Notices of such Claims) shall be retained by Escrow Agent in the Escrow Account (and the balance paid to Stockholder Representative), or (b) Parent has given notice to Stockholder Representative and Escrow Agent specifying in reasonable detail the nature of any other Claim it may have under Article VIII with respect to which it is unable to specify the amount of Damages, and a good faith estimate of the amount of the potential Claim, in which case the amount of the Escrow Account in excess of the good faith estimate shall be distributed to Stockholder Representative and the amount stated in the good faith estimate shall be retained by Escrow Agent, in either case until the Escrow Agent receives joint written instructions of Parent and Stockholder Representative, an order of an arbitrator issued in a binding arbitration, or a final, nonappealable order of a court of competent jurisdiction as contemplated by Section 3(b) or Article VIII, or (c) there has been no final determination as to whether Parent is entitled to the Return Amount pursuant to Section 3.3 of the Merger Agreement, in which case the Escrow Agent shall continue to hold $2,500,000 in cash and $2,500,000 of Parent Common Stock, until there has been a final determination pursuant to Section 3.3 of the Merger Agreement as to Parent's right to the Return Amount (and subject to any other amounts which are required to be retained pursuant to this Section 4, shall pay the balance to Stockholder Representative). Except as otherwise specifically provided in Section 3(d), above, with respect to the Return Amount, for purposes of this Section 4 the shares of Parent Common Stock to be retained by the Escrow Agent shall be valued at the average of the per share daily closing prices as reported on the Nasdaq National Market during the ten (10) consecutive trading days immediately prior to the distribution date first set forth in this Section 4.
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Related to Escrow Period; Termination of Escrow

  • Escrow Period; Distribution upon Termination of Escrow Periods Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Closing Termination The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Resignation of Escrow Agent Escrow Agent may resign or be removed, at any time, for any reason, by written notice of its resignation or removal to the proper parties at their respective addresses as set forth herein, at least 60 days before the date specified for such resignation or removal to take effect; upon the effective date of such resignation or removal:

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