Release Administration Sample Clauses

Release Administration. At least five Business Days before the Release Date, Parent will execute and provide to the Escrow Agent and the Shareholders’ Representative a written notice (“Release Notice”) to be countersigned by the Shareholders’ Representative, (i) instructing the Escrow Agent to deliver to each holder of Company Shares such holder’s portion of the amount of the Escrowed Property to be released thereon, calculated by Parent in accordance with Section 3.1, (ii) instructing the Escrow Agent to reimburse the expenses of the Shareholders’ Representative under Section 5.3 and (iii) instructing the Escrow Agent to deliver the Note (if any outstanding principal amount is remaining on the Note) to the Shareholders’ Representative on the Release Date. If the Shareholders’ Representative approves such Release Notice, he or she will countersign the Release Notice and forward a copy of such countersigned Release Notice to the Escrow Agent. If the Shareholders’ Representative does not approve of such Release Notice, he or she will provide the Escrow Agent and Parent with written notice of such disapproval (the “Dispute Notice”). Any part of the General Escrow Amount that is not agreed by the Shareholders’ Representative to be released under the Release Notice will also be a Contested Amount. Upon receipt of such Dispute Notice, if Parent and the Shareholders’ Representative cannot resolve the disagreement within 20 calendar days of the delivery of the Dispute Notice, they will resolve such dispute as a Contested Claim. Any amount paid by the Parent to the Escrow Agent on the Release Date shall be deemed to be part of the General Escrow Amount for the purposes of Section 3.1 of this General Escrow Agreement. On the Release Date, the Escrow Agent shall promptly deliver and return the Note to the Shareholders’ Representative, whereupon the Shareholders’ Representative may make demand upon the Note pursuant to its terms. Upon such delivery and return, the Escrow Agent shall have no further obligations, responsibilities or liabilities with respect to the Note, and any amounts payable with respect to the Note shall be deemed not to be part of the General Escrow Amount. The Escrow Agent will deliver the portion of the General Escrow Amount that is not the Contested Amount to the holders of Company Shares on the Release Date. The Escrow Agent will not be required to deliver any of the Contested Amount on the Release Date until the Escrow Agent has received a Release Notice signed by bot...
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Related to Release Administration

  • Reinsurance Administration THE COMPANY shall perform all duties with respect to the administration of the reinsurance under this Agreement on the portion of the policies reinsured under this Agreement.

  • Committee Administration This option has been granted pursuant to a determination made by the Committee, and such Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Directors itself, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.

  • Claims Administration the processing of claims made under the Insurance Policies, including the reporting of claims to the insurance carrier, management and defense of claims and providing for appropriate releases upon settlement of claims.

  • Policy Administration The Company shall provide all required, necessary and appropriate claims, administrative and other services with respect to the Policies. The Company shall use reasonable care in its administration and claims practices with respect to the Policies and in administering and performing its duties under this Agreement and such practices, administration and performance shall (a) conform with Applicable Law; (b) not be fraudulent; and (c) be no less favorable than those used by the Company with respect to other policies of the Company not reinsured by the Reinsurer.

  • Loan Administration Borrowings under the Loan shall be as follows:

  • General Administration 13.1 The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties.

  • Fund Administration Legal Services n. Prepare the agenda and resolutions for all requested Board of Directors (the “Board”) and committee meetings, make presentations to the Board and committee meetings where appropriate or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Company’s shareholder meetings and prepare minutes of such meetings;

  • Plan Administration The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Secretary at: Chart Industries, Inc. One Infinity Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx Xxxxxxx, XX 00000 Attn.: Secretary

  • Tax Administration (a) The Trustee is hereby appointed as attorney-in-fact and agent for the initial Tax Matters Person; provided, that the Trustee may appoint, and hereby does so appoint, the Certificate Administrator as attorney-in-fact and agent for the Tax Matters Person. The Trustee may, by written notice delivered to the Certificate Administrator, revoke the appointment of the Certificate Administrator as attorney-in-fact and agent for the Tax Matters Person, in which case the Trustee shall act in such capacity.

  • Collateral Administration The Collateral Agent shall maintain a database of certain characteristics of the Collateral on an ongoing basis, and provide to the Borrower, the Servicer, the Administrative Agent and the Lenders certain reports, schedules and calculations, all as more particularly described in this Section 11.3, based upon information and data received from the Servicer pursuant to Section 7.7 or from the Lenders and/or the Administrative Agent.

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