Common use of Release from Escrow Clause in Contracts

Release from Escrow. 4.1 In the event that the shares of Equilar shall be called to trade through the facilities of a suitable stock exchange: (a) it may be that the express consent, order or direction in writing of such Exchange must be first had and obtained prior to the release of any of the Equilar Shares from the terms of the escrow herein created; (b) the written consent, order or direction of the Exchange as to a release from escrow of all or part of the Equilar Shares shall terminate this Agreement only in respect of those securities so released and, for greater certainty, this provision does not apply to securities transferred within escrow; (c) it is understood that any such Exchange consents to release from escrow will be based upon the rules of such Exchange, as promulgated from time to time; and (d) the parties hereby agree that the Exchange may, in certain circumstances including but not limited to the suspension from trading or de-listing of the issuer by the Exchange, require that all or any of the securities then in escrow be tendered to the issuer by way of gift or for cancellation and that: (i) any such securities shall remain in escrow, subject to the terms and conditions of this Agreement, until the securities are fully and effectually canceled or otherwise transferred for the benefit of the issuer; and (ii) where the securities can not be canceled, they shall be held for the benefit of the issuer by the Agent and remain in escrow, subject to the terms and conditions of this Agreement, but they shall not be voted and any dividends shall be donated back for the benefit of the issuer. 4.2 Notwithstanding the provisions of section 4.1, the Shareholder does hereby acknowledge that there is a positive duty incumbent upon it and, further, that it is in its best interests, to take active steps to encourage and assist in the development and maintenance of an orderly market for the securities of Equilar. The Shareholder shall not be entitled to obtain a release of any of the Equilar Shares from escrow until 24 months following the date of this Agreement (the "Escrow Term"), subject to the exercise of discretion granted to the Releasor under section 4.3 below whereby the Equilar Shares may be released prior to the expiration of the Escrow Term. Thereafter, subject only to the requirements of any Exchange, as set out in section 4.1 above, the Shareholder shall be entitled to receive the Equilar Shares from the Agent. 4.3 Subject to the requirements of the Exchange, if applicable, the Releasor may, at his discretion, cause or permit the securities which are the subject of the escrow herein created to be released to the Shareholder prior to the expiration of the Escrow Term, provided that such discretionary release may not be caused or permitted by the Releasor to the Shareholder without a pro rata release being caused or permitted to any other Shareholder which is a party hereto. 4.4 The Shareholder hereby agrees to and does hereby release and indemnify and save harmless the Releasor from and against all claims, suits, demands, costs, damages and expenses which may be occasioned by reason of the Releasor's compliance in good faith with the terms hereof.

Release from Escrow. 4.1 In the event that the shares of Equilar shall be called to trade through the facilities of a suitable stock exchange: (a) it may be that the express consent, order or direction in writing of such Exchange must be first had and obtained prior Immediately upon notification to the release Applicant of any of whether or not such Applicant is the Equilar Shares from winning bidder under an Auction, the terms of the escrow herein created; (b) the written consent, order or direction of the Exchange as to a release from escrow of all or part of the Equilar Shares shall terminate this Agreement only in respect of those securities so released and, for greater certainty, this provision does not apply to securities transferred within escrow; (c) it Auction Administrator is understood that any such Exchange consents to release from escrow will be based upon the rules of such Exchange, as promulgated from time to time; and (d) the parties hereby agree that the Exchange may, in certain circumstances including but not limited to the suspension from trading or de-listing of the issuer irrevocably authorised by the Exchange, require that all or any of the securities then in escrow be tendered to the issuer by way of gift or for cancellation and that: Applicant to: (i) if the Applicant is the winning bidder for such Auction, attach any such securities shall remain in escrow, subject signature pages of the Applicant to the terms applicable Secondary Capacity Documents and conditions of this Agreement, until deliver such Secondary Capacity Documents together with any remaining Bid Documents in the securities are fully and effectually canceled or otherwise transferred for the benefit possession of the issuer; and Auction Administrator to the Primary Shipper or (ii) where if the securities can Applicant is not be canceledthe winning bidder for such Auction, they return any original Bid Documents to the Applicant (provided that the Auction Administrator is permitted to keep a copy for their records) and, in the case of either (i) or (ii) above, the Escrow shall be held deemed to have been automatically terminated without any requirement for further action or confirmation that the benefit of Escrow have been fully performed and that the issuer by the Agent and remain in escrow, subject to the terms and conditions of this Agreement, but they shall not be voted and any dividends shall be donated back for the benefit of the issuer. 4.2 Notwithstanding the provisions of section 4.1, the Shareholder does hereby acknowledge that there Escrow is a positive duty incumbent upon it and, further, at an end. No Fiduciary Duties. Each party confirms that it is in acting as a principal on its best interests, to take active steps to encourage and assist in the development and maintenance own account or on behalf of an orderly market for Affiliate acting on its own account. Representations and Warranties The Applicant hereby represents, warrants and undertakes to the securities of Equilar. The Shareholder shall not be entitled to obtain a release of any of Primary Shipper and the Equilar Shares from escrow until 24 months following Auction Administrator, as at the date of this Agreement and at all times during the Term up to and including the last day of the Term, that: it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, is in good standing) and has the "Escrow Term")power to own its property and assets and to carry on its business as contemplated herein; it has the power to execute, deliver and perform its obligations under this Agreement; and it has taken all necessary action to authorise the execution, delivery and performance referred to above and such execution, delivery and performance does not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any material contractual restriction binding on or affecting it or any of its assets, as the case may be; no material approval from any Competent Authority or other third party is required in connection with the execution and performance of this Agreement or, where any such approval is required, it has been obtained unconditionally; it has obtained and shall maintain in full force and effect all necessary consents, permits, and authorisations (to the extent applicable) that are or would be required for the performance of any of its obligations under or in connection with this Agreement; its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms subject to the exercise of discretion granted to the Releasor under section 4.3 below whereby the Equilar Shares may be released prior to the expiration of the Escrow Term. Thereafterapplicable bankruptcy, subject only to the requirements of any Exchangereorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as set out to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in section 4.1 above, a proceeding in equity or at law); the Shareholder shall be entitled to receive entry into and the Equilar Shares from the Agent. 4.3 Subject to the requirements performance by it of the Exchange, if applicable, the Releasor may, at his discretion, cause this Agreement does not breach any contract or permit the securities which are the subject of the escrow herein created to be released to the Shareholder prior to the expiration of the Escrow Term, provided that such discretionary release may not be caused or permitted by the Releasor to the Shareholder without a pro rata release being caused or permitted to arrangement with any other Shareholder person to which it is a party hereto. 4.4 The Shareholder hereby agrees to and does hereby release and indemnify and save harmless the Releasor from and against all claims, suits, demands, costs, damages and expenses which may be occasioned result in any claim by reason a third party against any Party to this Agreement (other than the Applicant); it is not relying upon any representations of the Releasor's compliance Primary Shipper, the Auction Administrator or the Terminal Operator whether express or implied; it has entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise); no corporate action, legal proceedings or other procedure or step has been taken against the Applicant in relation to : the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Applicant other than a solvent liquidation or reorganisation of the same; a composition, assignment or arrangement with any creditor of the Applicant; the appointment of a liquidator (other than in respect of a solvent liquidation of such person), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of the Applicant or any of its assets; or enforcement of any security over any of the Applicant’s assets, or any analogous procedure or step is taken in any jurisdiction; the opinions in any information provided in writing by or on behalf of the Applicant to the Auction Administrator or the Primary Shipper and the assumptions on which such opinions are based were, to the extent provided by, or expressed to be those of, the Applicant, expressed and made in good faith faith, arrived at after due and careful consideration and enquiry and genuinely represent its views as at the date they were given or made. To any other extent, they are, to the best of Applicant’s knowledge and belief after due and careful consideration and enquiry, fair and reasonable, unless otherwise stated; any factual information provided in writing by or on behalf of the Applicant to the Auction Administrator or the Primary Shipper, as the case may be, in connection with the terms hereofproposed use by the Applicant of the Secondary Capacity Access, is, was, and will have been true and accurate in all material respects (to the best of the Applicant’s knowledge and belief after making due and careful consideration and enquiry in respect of any such information provided) as at the date it was provided or as at the date (if any) at which it is stated; the Applicant has delivered to the Auction Administrator and the Primary Shipper an authorised officer’s certificate in the form attached hereto as Annex A (the “Authorised Officer Certificate”).

Release from Escrow. 4.1 In the event that the shares of Equilar shall be called to trade through the facilities of a suitable stock exchange: (a) it may be that the express consent, order or direction in writing of such Exchange must be first had and obtained prior to the release of any of the Equilar Shares from the terms of the escrow herein created; (b) the written consent, order or direction of the Exchange as to a release from escrow of all or part of the Equilar Shares shall terminate this Agreement only in respect of those securities so released and, for greater certainty, this provision does not apply to securities transferred within escrow; (c) it is understood that any such Exchange consents to release from escrow will be based upon the rules of such Exchange, as promulgated from time to time; and (d) the parties hereby agree that the Exchange may, in certain circumstances including but not limited to the suspension from trading or de-listing of the issuer by the Exchange, require that all or any of the securities then in escrow be tendered to the issuer by way of gift or for cancellation and that: (i) any such securities shall remain in escrow, subject to the terms and conditions of this Agreement, until the securities are fully and effectually canceled or otherwise transferred for the benefit of the issuer; and (ii) where the securities can not be canceled, they shall be held for the benefit of the issuer by the Agent and remain in escrow, subject to the terms and conditions of this Agreement, but they shall not be voted and any dividends shall be donated back for the benefit of the issuer. 4.2 Notwithstanding the provisions of section 4.1, the Shareholder does hereby acknowledge that there is a positive duty incumbent upon it and, further, that it is in its best interests, to take active steps to encourage and assist in the development and maintenance of an orderly market for the securities of Equilar. The Shareholder shall not be entitled to obtain a release of any of the Equilar Shares from escrow until 24 months following the date of this Agreement (the "Escrow Term"), subject to the exercise of discretion granted to the Releasor under section 4.3 below whereby the Equilar Shares may be released prior to the expiration of the Escrow Term. Thereafter, subject only to the requirements of any Exchange, as set out in section 4.1 above, the Shareholder shall be entitled to receive the Equilar Shares from the Agent. 4.3 Subject to the requirements of the Exchange, if applicable, the Releasor may, at his discretion, cause or permit the securities which are the subject of the escrow herein created to be released to the Shareholder prior to the expiration of the Escrow Term, provided that such discretionary release may not be caused or permitted by the Releasor to the Shareholder without a pro rata release being caused or permitted to any other Shareholder which is a party hereto. 4.4 The Shareholder hereby agrees to and does hereby release and indemnify and save harmless the Releasor from and against all claims, suits, demands, costs, damages and expenses which may be occasioned by reason of the Releasor's compliance in good faith with the terms hereof.

Release from Escrow. Release of Source Codes and Licence Agreement 4.1 In Subject to ss.3.2, the event that Escrow Agent will only release the shares of Equilar shall be called Source Codes and the Licence Agreement held by it in escrow to trade through the facilities of a suitable stock exchange:Nazerali and discharge its obligations hereunder if (a) it may be that the express consent, order or direction in writing of such Exchange must be first had and obtained prior Xxxxxx delivers a notice to the Escrow Agent instructing the Escrow Agent to release of any of the Equilar Shares from Source Codes and the terms of the escrow herein created;Licence Agreement to Nazerali, or (b) the written consent, order or direction of the Exchange as to Nazerali delivers a release from escrow of all or part of the Equilar Shares shall terminate this Agreement only in respect of those securities so released and, for greater certainty, this provision does not apply to securities transferred within escrow; (c) it is understood that any such Exchange consents to release from escrow will be based upon the rules of such Exchange, as promulgated from time to time; and (d) the parties hereby agree that the Exchange may, in certain circumstances including but not limited notice to the suspension from trading or de-listing of the issuer by the Exchange, require that all or any of the securities then in escrow be tendered to the issuer by way of gift or for cancellation and that:Escrow Agexx (i) requxxxxxx the Escrow Agent to release the Source Codes and the Licence Agreement to Nazerali, (xx) xndertaking that the Source Codes released by the Escrow Agent to Nazerali will be used only as permitted under the terms and conditixxx of the Licence Agreement, and (iii) certifying that Nazerali is not in breach of any of its obligations xxxxx xhe Amended and Restated Loan Agreement and that one or more of the following circumstances exists and specifying the particulars of such securities shall remain in escrow, subject circumstances: (A) pursuant to the terms and conditions of this the Amended and Restated Loan Agreement, until Nazerali is entitled to receive the securities are fully Source Codes xxx xxx Licence Agreement held in escrow by the Escrow Agent; (B) an order has been made or a resolution has been passed or a petition has been filed by Imagis for its liquidation, dissolution or winding-up; (C) an execution, sequestration or any other process of any court has become enforceable against Imagis or any distress or analogous process has been levied upon any material part of its property, assets or undertaking and effectually canceled the process has not been stayed or otherwise transferred suspended by a court of competent jurisdiction within 30 days and has had, or could have, a material adverse effect on the business or condition, financial or otherwise, of Imagis; (D) Imagis has committed an act of bankruptcy, made an assignment or bulk sale of its assets, been adjudged or declared bankrupt or made an assignment for the benefit of the issuercreditors, consented to a proposal or similar action under any bankruptcy or insolvency legislation applicable to it, commenced any other proceeding relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect, or consented to any such proceeding; andor (iiE) where a custodian, liquidator, receiver, receiver and manager, receiver-manager, trustee or any other Person with similar powers has been appointed for Imagis or in respect of any material part of its property or assets and has not been discharged within 30 days after the securities can not be canceledappointment and before any action has been taken in respect of such property or assets that has, they shall be held for or will, materially affect the benefit rights of the issuer parties thereto. Delivery Pursuant to Imagis Request 4.2 Upon receipt of the notice described in ss.4.1(a), the Escrow Agent will, within 10 days, deliver the Source Codes and the Licence Agreement held by it in escrow to Nazerali in accordance with such notice. Imagis Notice 4.3 Upon receipt of the notice described in ss.4.1(b), the Escrow Agent will, within 10 days, deliver a copy of such notice to Imagis. Imagis will, within 20 days after the date it receives a copy of such notice from the Escrow Agent, notify both the Escrow Agent and remain in escrow, subject Nazerali of (a) Imagis' consent to the terms and conditions of this Agreement, but they shall not be voted and any dividends shall be donated back for the benefit release of the issuer.Sourxx Xxxxs and the Licence Agreement to Nazerali, or 4.2 Notwithstanding (b) Imagis' objection to the provisions release of section 4.1the Soxxxx Xxdes and the Licence Agreement to Nazerali, specifying the particulars of such objection, provixxx, xxxever, that if Imagis fails to deliver any such notice to the Escrow Agent and Nazerali within the stipulated time period, Imagis will be deemed xx xxxx consented to the release of the Source Codes and the Licence Agreement to Nazerali. Delivery Pursuant to Imagis Consent 4.4 Upon receipt of xxx xxxice described in ss.4.3(a) or Imagis being deemed to have consented to the release of the Source Codes and the Licence Agreement to Nazerali as described in ss.4.3, the Shareholder does hereby acknowledge that there is Escrow Agent will, within 10 xxxx, xxliver the Source Codes and the Licence Agreement held by it in escrow to Nazerali. Imagis Objection 4.5 Upon receipt of the notice describxx xx xx.4.3(b), Imagis and Nazerali will settle the matter in accordance with Part 5 and the Xxxxxx Agent will continue to hold the Source Codes and the Licence Agreement in escrow until otherwise directed by a positive duty incumbent upon it and, further, that it is in its best interests, to take active steps to encourage written direction executed by both Imagis and assist in the development and maintenance Nazerali or by an award or decision of an orderly market for the securities of Equilar. The Shareholder shall not be entitled arbitrator pursuant to obtain a release of any of the Equilar Shares from escrow until 24 months following the date of this Agreement (the "Escrow Term"), subject to the exercise of discretion granted to the Releasor under section 4.3 below whereby the Equilar Shares may be released prior to the expiration of the Escrow Term. Thereafter, subject only to the requirements of any Exchange, as set out in section 4.1 above, the Shareholder shall be entitled to receive the Equilar Shares from the Agentsx. 4.3 Subject to the requirements of the Exchange, if applicable, the Releasor may, at his discretion, cause or permit the securities which are the subject of the escrow herein created to be released to the Shareholder prior to the expiration of the Escrow Term, provided that such discretionary release may not be caused or permitted by the Releasor to the Shareholder without a pro rata release being caused or permitted to any other Shareholder which is a party hereto. 4.4 The Shareholder hereby agrees to and does hereby release and indemnify and save harmless the Releasor from and against all claims, suits, demands, costs, damages and expenses which may be occasioned by reason of the Releasor's compliance in good faith with the terms hereof.