Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the “Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the “Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror, Parent, and the Company and American Stock Transfer & Trust Company, LLC, entity that will be appointed by Parent as depositary “Paying Agent” under the Merger Agreement (the “DepositaryPaying Agent”), in accordance with their the wire instructions set forth in Section 12(b) (as it may be updated from time to time in accordance with this Agreement), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of Parent and the Interested Parties Company (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties person or persons set forth in such Joint Instruction all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties person or persons set forth in such Order a Deposit Release Amount, the Escrow Agent shall release to such Interested Party person or persons such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror Offeror, Parent or the Company as set forth in Section 12(b) (as it may be updated from time to time in accordance with this Agreement) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day. (c) As between Parent and the Company only, each of Parent and the Company hereby agree to execute and deliver to the Escrow Agent Joint Instructions as follows: (i) within two (2) Business Days after a termination of the Merger Agreement described in Section 8.07(b) of the Merger Agreement, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to the Company an amount of funds from the Deposit Escrow Account equal to the Aggregate Deposit (to the extent such amount has not already been paid to the Company by or on behalf of Parent); (ii) if the Merger Agreement is terminated as described in Section 8.07(b) of the Merger Agreement and Parent has paid or caused to be paid to the Company all or any portion of the Parent Termination Fee (as defined in the Merger Agreement) directly (i.e., other than by release of the Aggregate Deposit from the Deposit Escrow Account), then, simultaneously with such payment, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to Parent an amount of funds from the Deposit Escrow Account equal to the amount of the Parent Termination Fee that was so paid directly (or the entire amount in the Deposit Escrow Account if the entire Parent Termination Fee was so paid directly); (iii) if the Merger Agreement is terminated other than in any circumstance described in Section 8.07(b) of the Merger Agreement, substantially concurrently with such termination, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to Parent all amounts in the Deposit Escrow Account; or (iv) in connection with the Closing, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to the Paying Agent all or a portion of the Deposit Escrow Account as may be requested by Parent, to be held and distributed by the Paying Agent in accordance with the Merger Agreement and the paying agent agreement to be entered into between Parent and the Paying Agent as provided in Section 2.04(a) of the Merger Agreement.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror, Offeror and the Company and American Stock Transfer & Trust Company, LLC, as depositary (the “Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. A. Upon the occurrence of one or more of the Liquidation Events listed below, SIEMENS shall provide to Escrow Agent and to COMPANY, via certified mail, return receipt requested, an affidavit of an officer of SIEMENS reciting the occurrence of such event. a. COMPANY has made an assignment for the benefit of creditors; or b. COMPANY is insolvent, is the subject of proceedings in bankruptcy or has ceased to conduct business in the normal course; or c. A receiver, trustee, referee or similar officer has been appointed to take charge of the Source Code; or d. COMPANY is no longer providing support for Product and features in Attachment A to the Agreement. B. Within ten (a10) Subject business days subsequent to Sections 4 Escrow Agent's receipt of an affidavit in accordance with Section 2. A. hereof from SIEMENS (the "Response Period"), COMPANY must, if it has any objection to the release of said Source Code, file with Escrow Agent an affidavit executed by an officer of COMPANY stating that the event described in SIEMENS's notice has not occurred or has been cured. If COMPANY'S objection is not provided to the Escrow Agent within the Response Period, then, on the day after the end of the Response Period, Escrow Agent is authorized to, and 11shall immediately, deliver said Source Code to SIEMENS subject to the terms of the Release Escrow Agreement. C. If COMPANY timely files an affidavit disputing SIEMENS's claim that a specific event has occurred, the Escrow Agent shall release the funds in the Deposit not deliver said Source Code to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until Escrow Account or any portion thereof Agent is instructed to any designated payee, including Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the “Depositary”), do so by an arbitration panel in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS and COMPANY involving the procedures set forth in interpretation or enforcement of this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”)Agreement, or (ii) a copy of a final judgment arising from or decree of a court of competent jurisdiction (eachrelating to this Escrow Agreement, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when determined in the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company same manner as set forth in Section 12(bthe AGREEMENT, excepting that COMPANY and SIEMENS agree that they will jointly petition the arbitrator(s) to commence the appropriate proceedings within ten (10) days of initiation of such dispute or as otherwise directed pursuant disagreement and to a Joint Instruction or Orderconduct such proceedings in an expedited manner. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.