Release from Escrow Account Sample Clauses

Release from Escrow Account. The Executive Administrator shall authorize the release of Principal Forgiveness Funds from Escrow when Outlay Reports have been approved by the TWDB.
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Release from Escrow Account. (a) In the event either Parent or the Stockholders Representative, as an indemnified party, shall have, prior to the expiration of the Escrow Termination Date, delivered a notice of a claim (a “Pending Claim”) in respect of indemnification hereunder to the Stockholder Representative or Parent, as the indemnifying party, such indemnified party and such indemnifying party shall negotiate in good faith to reach agreement with respect to (i) such indemnified party’s right to indemnification hereunder and the amount of such indemnified party’s Losses and (ii) in the event Parent is the indemnified party, the portion of the Indemnity Escrow Funds in the Escrow Account that should be reserved for, and in the event the Stockholders are the indemnified party, the amount of cash that should be reserved for on the Parent Financial Statements (collectively, the “Reserve Amount”) in respect of such Pending Claim prior to resolution of the matters in respect thereof described in clause (i). If they are unable so to reach agreement any such dispute shall, subject to the terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. Pending a resolution of the Reserve Amount in respect of any claim, the Reserve Amount therefor shall be the amount of Losses asserted in good faith by the indemnified party in respect of such Pending Claim.
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Release from Escrow Account. (i) If Parent desires to make a claim for indemnification pursuant to Article 11 of the Business Combination Agreement (an “Indemnification Claim”), and in connection therewith seeks recovery from the Escrow Account, Parent shall deliver a notice of claim (in the form of an Officer’s Certificate as described in Section 11.4(a) of the Business Combination Agreement) concurrently to the Shareholder Representative and the Escrow Agent (a “Claim Notice”). The Escrow Agent shall not have responsibility to determine if any Claim Notice satisfies the conditions set forth in the Business Combination Agreement for making a claim, including whether there is a basis for making a claim or if the Claim Notice was sent to or received by the Shareholder Representative. Whenever a Claim Notice is delivered by Parent to the Escrow Agent and the Shareholder Representative and such Claim Notice is agreed to and acknowledged in writing by the Shareholder Representative to the Escrow Agent and Parent within thirty (30) days after receipt of such Claim Notice by the Escrow Agent and the Shareholder Representative (the “Indemnity Response Period”), (A) the claimed Damages set forth in such Claim Notice (the “Claimed Amount”) (or portion thereof, to the extent the Shareholder Representative shall have agreed to and acknowledged a portion of the Claimed Amount) shall be deemed finally determined to be owing to Parent for all purposes under this Agreement and the Business Combination Agreement, and (B) within four (4) Business Days of the receipt of such agreement and acknowledgement from the Shareholder Representative, the Escrow Agent shall disburse from the Escrowed Shares held in the Escrow Account to Parent the lesser of (I) the remaining Escrowed Shares held in the Escrow Account, or (II) the amount so agreed to and acknowledged by the Shareholder Representative, in accordance with the written instructions provided to the Escrow Agent and the Shareholder Representative by Parent. In connection with any release of the Escrowed Shares held in the Escrow Account to Parent, the Escrow Agent shall disburse the applicable number of Escrowed Shares with an aggregate value (determined in accordance with Section 3(f)(i)) equal to such unpaid amount.
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Release from Escrow Account. Subject to the other provisions of this Amendment and the Agreement, within one business day following execution of this Amendment (or such later date as the parties shall mutually agree to accommodate the requirements of Section 3 below):
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Release from Escrow Account. The obligation of the Collateral Agent to instruct the Escrow Agent to release the Escrowed Funds from the Escrow Account shall be subject to the conditions precedent that:
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Release from Escrow Account. On the date that is eighteen (18) months following the Closing Date (the “Escrow Release Date”), the Escrow Agent shall release immediately and automatically such account(s) as provided by the Seller Representative (without any action or impairment by any party) the remaining amount of funds held in the Escrow Account less the aggregate amount of all Losses and Expenses that are specified in any then-unresolved good faith claims for indemnification made by Buyer Group Members pursuant to this Article XI. To the extent that on the Escrow Release Date any amount has been reserved and withheld from distribution from the Escrow Account on account of an unresolved claim for indemnification and, subsequent to such Escrow Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (a) to the Buyer Group Members the amount of Losses and Expenses, if any, due in respect of such claim as finally determined and (b) to such account(s) as provided by the Seller Representative an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution at such Escrow Release Date in respect of such claim over the payment, if any, made pursuant to the foregoing clause (a).
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Release from Escrow Account. Within three (3) Business Days after the date that is eighteen (18) months after the Closing Date (the “Escrow Release Date”), in accordance with the terms and conditions of the Escrow Agreement, the Purchaser and the Shareholders Representative shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to release from the Escrow Account to each Seller Indemnifying Party: (a) the aggregate amount remaining in the Seller Indemnifying Party’s Individual Holding as of the Escrow Release Date, minus (b) the aggregate amount, as of the Escrow Release Date, of the Segregated Funds (as defined in the Escrow Agreement) in such Seller Indemnifying Party’s Individual Holding as of the Escrow Release Date.
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Release from Escrow Account. On or before April 15, 2007, the Escrow Agent shall deduct from the Escrow and deliver to each Stockholder and Closing Holder a number of shares of LINTA equal to the positive amount (if any) equal to the sum of: (A) the outstanding balance of such Stockholder's and Closing Holder's Escrowed Shares pursuant to the terms and conditions of the Escrow Agreement, minus (B) any such Escrowed Shares that are reserved for claims pursuant to the terms and conditions of the Escrow Agreement; provided, that any amounts due to the Stockholders and the Closing Holders from amounts reserved as of the date of the Escrow Release Payment under clause (B) above shall be paid by the Escrow Agent to the Stockholders and the Closing Holders from time to time as soon as practicable as such pending claims are resolved (after payment to Parent Indemnitees of any amounts to which they are entitled with respect to such resolved claims pursuant to the terms hereof) (any such release of shares of LINTA, an "Escrow Release Payment"). All Escrow Release Payments shall be made to the Stockholders and the Closing Holders in the proportions specified in the Special Instructions to the Escrow Agreement.
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Related to Release from Escrow Account

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by Escrow Account Letter Agreement in the form of Exhibit 8.

  • Permitted Withdrawals From Escrow Account Withdrawals from the Escrow Account or Accounts may be made by the Servicer only:

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

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