Escrow Release Conditions. Each of the Escrow Release Conditions --------------------------- shall have been satisfied.
Escrow Release Conditions. Any of the following events shall be deemed an “Escrow Release Condition” for purposes of this Services Agreement: (a) Tech fails to provide the PayMode Processing Services in all material respects for two (2) consecutive days; (b) Tech causes Bank to be in material violation of any law or regulation governing the financial services industry that affects or, in Bank’s reasonable judgment, may affect the delivery or performance of the PayMode Services; (c) in the event that Tech fails to provide the PayMode Processing Services in all material respects for a period of time longer than fourteen (14) days due to a force majeure event; and (d) all of the events giving Bank a right to terminate this Services Agreement in accordance with Section 15.2.
Escrow Release Conditions. Amounts held in escrow, pursuant to the terms of the Escrow Agreement, will be released to Dyadic after delivery to Codexis of evidence in writing of:
Escrow Release Conditions. Concurrently with the release of the Escrowed Property on the Escrow Release Date,
(i) the Company shall deliver to the Initial Purchasers executed copies of any certificates, evidence and documents confirming compliance with and satisfaction of the Escrow Release Conditions in accordance with the Escrow Agreement and such other certificates as the Initial Purchasers may reasonably request;
(ii) the Transactions shall have been consummated on substantially the terms and conditions described in the Final Offering Memorandum.
(iii) the Specified Guarantors shall enter into the Joinder Agreement, the RRA Joinder and the Supplemental Indenture and shall deliver executed copies thereof to the Initial Purchasers;
(iv) the Escrow Agent shall, upon instruction of the Company, release a wire transfer of immediately available funds for the amount of the Deferred Discount to Xxxxxxx Xxxxx, as Representative of the Initial Purchasers;
(v) the Specified Guarantors shall enter into a joinder agreement to the New Credit Agreement and shall deliver executed copies thereof to the Initial Purchasers;
(vi) the Company shall cause Xxxxxxx XxXxxxxxx LLP, counsel for certain Specified Guarantors incorporated or organized in Delaware, New York, Virginia, Massachusetts, Maryland and California, and special local counsel for each of the remaining Specified Guarantors incorporated or organized in Ohio, Georgia, Missouri, Tennessee, Illinois, Minnesota, North Carolina, Texas and Michigan, respectively, to deliver in each case favorable opinions with respect to valid existence, good standing and corporate power of such Specified Guarantors; due authorization, execution and delivery by such Specified Guarantors and enforceability against such Specified Guarantors of the Joinder Agreement, RRA Joinder, Supplemental Indenture and Guarantees; and as to the absence of required consents and non-contravention of organizational documents, laws, contracts and judgments, in each case on terms substantially consistent with the opinions delivered as to such matters on the Closing Date, and in each case dated as of the Escrow Release Date, in forms reasonably satisfactory to the Initial Purchasers;
(vii) the Company and the Specified Guarantors shall deliver to the Initial Purchasers, among other documents and certificates as the Initial Purchasers shall reasonably request, Secretary’s Certificates, dated the Escrow Release Date, reasonably satisfactory to the Initial Purchasers which shall inclu...
Escrow Release Conditions. To the knowledge of the Corporation, no event has occurred which is reasonably likely to prevent the escrow release conditions in connection with the Xxxxx Subscription Receipts from being satisfied on or before the escrow release deadline relating to the Xxxxx Subscription Receipts.
Escrow Release Conditions. Substantially concurrently with the release of the Escrowed Property (as defined in the Escrow Agreement) to the Escrow Borrower, the Escrow Release Conditions will be satisfied;
Escrow Release Conditions. The earlier of the following events to occur:
1. Escrow Release Condition 1
Escrow Release Conditions. FSC shall have the right to receive the SOURCE CODE from escrow only upon the occurrence of one of the following conditions:
(a) TSS ceases to carry on its business; or (b) TSS fails to provide the support services set forth in section 6.1 above for a period of 180 days. In the event such release condition occurs, FSC shall notify the Escrow Agent of such occurrence and the Escrow Agent shall notify TSS of such claim, all as set forth in the escrow agreement with terms customary for transactions of this type.
Escrow Release Conditions. On or before the closing of the transactions contemplated by the Other Purchase Agreements, the Vendor and the Purchaser shall enter into an escrow agreement (the "Escrow Agreement") with the Escrow Agent, relating to the deposit of the Escrowed Amount with the Escrow Agent, and the terms of the release thereof from escrow. The Escrow Agreement shall provide that:
(a) if the Vendor delivers a written notice (the "Shipment Confirmation") to the Escrow Agent and the Purchaser on or before April 30, 2005, confirming that some or all of the Purchased Inventory has been delivered to the HKSAR or a Logistics Park, forthwith after the Final Inventory Value is determined in accordance with Section 2.8, the Purchaser and the Vendor shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount in the manner set out in Section 2.11; and
(b) if the Vendor does not deliver the Shipment Confirmation to the Escrow Agent and the Purchaser on or before April 30, 2005, the Vendor and the Purchaser shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount to the Purchaser.
Escrow Release Conditions. To the knowledge of the Company, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.
