Escrow Releases Sample Clauses
The Escrow Releases clause defines the conditions and procedures under which funds or assets held in escrow are to be released to the appropriate party. Typically, this clause outlines specific milestones, deliverables, or events—such as completion of a project phase or satisfaction of contractual obligations—that must occur before the escrow agent is authorized to disburse the escrowed funds. By clearly specifying these triggers and the process for release, the clause ensures that both parties are protected and that funds are only transferred when agreed-upon conditions are met, thereby reducing the risk of disputes and fostering trust in the transaction.
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Escrow Releases. (i) Although the specific provisions relating to the release of the funds held in the Indemnification Escrow Account shall be set forth in the Escrow Agreement, the Parties agree that, not later than five (5) Business Days following the date that is one (1) year after the date of this Agreement (the “First Release Date”), the Escrow Agent shall release, by wire transfer of immediately available funds in accordance with the Escrow Agreement, to (1) the Company Stockholders, pro rata in accordance with their respective Pro Rata Share, and (2) with respect to Company Optionholders, the Surviving Corporation or its designee for further distribution to the Company Optionholders through payroll, pro rata in accordance with their respective Pro Rata Share, an amount equal to (A) 50% of all funds then in the Indemnification Escrow Account, if any, minus (B) the sum of (I) all amounts, if any, that, as of the First Release Date, represent claimed Losses under then-pending indemnification Claims subject to Claim Notices pursuant to the terms of the Escrow Agreement (“First Release Outstanding Claims”), plus (II) any amount due to Parent from the Indemnification Escrow Account pursuant to indemnification Claims that have been finally resolved in accordance with this Agreement and the Escrow Agreement but which the Escrow Agent has not yet released from the Indemnification Escrow Account to Parent. Between the First Release Date and the General Termination Date, with respect to any First Release Outstanding Claim, the Parties agree that, subject to the terms and conditions of the Escrow Agreement, the Escrow Agent shall release, by wire transfer of immediately available funds in accordance with the Escrow Agreement, to the (x) the Company Stockholders, pro rata in accordance with their respective Pro Rata Share, and (y) with respect to Company Optionholders, the Surviving Corporation or its designee, for further distribution to the Company Optionholders through payroll, pro rata in accordance with their respective Pro Rata Share, as and when any such First Release Outstanding Claim is resolved, an amount equal to the difference of (x) the amount initially claimed with respect to such First Release Outstanding Claim, minus (y) all amounts released from the Indemnification Escrow Account to Parent with respect to such Outstanding Claim; provided, however, that in no event shall any such release by the Escrow Agent result in less than an amount equal to the sum of (x) $4...
Escrow Releases. Following Closing, Equityholder and Buyer shall jointly instruct the Escrow Agent to disburse the Escrow Amount and all interest, dividends, gains and other income earned on the investment or reinvestment thereof in accordance with Annex C and the Escrow Agreement.
Escrow Releases. Within sixty (60) days from the Closing Date, Buyer shall provide a written statement in reasonable detail of all Claims to Seller, and within three (3) Business Days following the expiration of such sixty (60) day period, Seller shall direct the Escrow Agent to release to Seller an amount equal to (i) Two Hundred Fifty Thousand Dollars ($250,000), minus (ii) the Retained Amount. As soon as the Continuing Claims are resolved pursuant to the procedures set forth in this Section 10.4, Buyer shall direct the Escrow Agent to release any associated Retained Amount held by the Escrow Agent pursuant to the terms of the Escrow Agreement to Seller. All payments made from the Escrow Account or otherwise pursuant to this Section 10.4 shall be treated by the Parties as an adjustment to the Purchase Price, and each Party shall file all Tax returns in a manner consistent with the foregoing. As used in this Agreement, “Continuing Claim” shall mean a claim pursuant to the procedures set forth in this Section 10.4 and under the Escrow Agreement and for which the obligations to indemnify, if any, shall not have been previously satisfied from the Escrow Account. As used in this Agreement, “Retained Amount” shall mean the amount with respect to which Buyer shall have, prior to the Escrow Expiration Date, previously made a Continuing Claim.
Escrow Releases. The Canadian Borrower shall prepay to the Agent Outstanding Advances under the Term Facility in an amount equal to 45% of all amounts released to the Canadian Borrower from the Purchase Price Adjustment Escrow Account (as that term is defined in the Purchase Agreement) forthwith and no later than two (2) Business Days following receipt.
Escrow Releases. The funds distributed in each Escrow Release shall be distributed to the Indemnifying Parties as follows:
(i) in respect of each former share of Company Series A Preferred Stock, the amount determined by applying the Preferred Distribution Mechanism to such Escrow Release, and
(ii) in respect of each former share of Company Common Stock (including those shares underlying Company Vested Options), the amount determined by applying the Common Distribution Mechanism to such Escrow Release. Parent shall provide the Escrow Agent with a spreadsheet for each Escrow Release stating the amounts to be distributed to each Indemnifying Party.
Escrow Releases. As more fully set forth in the Representations and Warranties Escrow Agreement, on the third Business Day falling nine (9) months from the Closing Date, fifty (50%) percent of the amount remaining in the Representations and Warranties Escrow Account that is not subject to good faith claims will be released to the Seller. On the third Business Day falling eighteen (18) months from the Closing Date the remaining balance of the Representations and Warranties Escrow Amount that is not subject to good faith claims will be released to the Seller.
Escrow Releases. (a) Within five business days after the 18-month anniversary of the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “Post-Closing Adjustment Statement”) setting forth (i) the aggregate amount of accounts receivable of the Business that were reflected on the October 1, 2010 balance sheet of the Seller prepared by the Seller but that remain uncollected as of the time the Post-Closing Adjustment Statement is delivered and that the Buyer reasonably deems uncollectible (the “Ineligible Accounts Receivable”; for the avoidance of doubt, the Ineligible Accounts Receivable will exclude any accounts receivable reflected on the October 1, 2010 balance sheet of the Seller that are reversed after the Closing Date as a result of a product return made after the Closing Date), (ii) the difference between the net realizable value of the inventory of the Business as of October 1, 2010 as reasonably determined by the Buyer and the amount of inventory reflected on such October 1, 2010 balance sheet (the “Inventory Difference”), (iii) the aggregate amount of any Taxes that were required to be, but were not, paid by the Seller for the period up to and including the Closing Date pursuant to Sections 8.3 (the “Unpaid Taxes Amount”), and (iv) the amount of any Losses specified in any pending Liability Claim for which a Claims Notice has been duly submitted. The Post-Closing Adjustment Statement will be conclusive and binding on the Seller, absent manifest error.
Escrow Releases. On the one-year anniversary of the Closing Date, any principal or interest remaining of the Representations Escrow Amount that is not subject to good faith claims will be released to the Seller Parties. No later than seventy-five (75) days following the Closing Date, any principal or interest remaining of the Financial Adjustment Escrow Amount that is not subject to the dispute resolution procedure set forth in Section 3.2.4 will be released to the Seller Parties.
Escrow Releases. (i) The Estimated Tax Refund shall be released from the Indemnification Escrow Amount in accordance with to the provisions of Section 5.11.
(ii) On the third (3rd) anniversary of the Closing Date, one-third (1/3) of the balance of the Indemnification Escrow Amount, reduced by any amount subject to a timely claim made by an appropriate Indemnified Party under Section 8.1, shall be distributed to the Equityholders’ Representative for and on behalf of the Equityholders as provided in the Escrow Agreement.
(iii) On the fifth (5th) anniversary of the Closing Date, any residual balance of the Indemnification Escrow Amount, reduced by any amount subject to a timely claim made by an appropriate Indemnified Party under Section 8.1, shall be distributed to the Equityholders’ Representative for and on behalf of the Equityholders as provided in the Escrow Agreement.
Escrow Releases