Common use of Release from Escrow Clause in Contracts

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 (10) business days subsequent to 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 shall 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 not deliver said Source Code to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until Escrow Agent is instructed to do so by an arbitration panel in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS and COMPANY involving the interpretation or enforcement of this Escrow Agreement, or arising from or relating to this Escrow Agreement, shall be determined in the same manner as set forth in the 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 disagreement and to conduct such proceedings in an expedited manner.

Release from Escrow. A. Upon the occurrence of one or more of the Liquidation Events listed below, SIEMENS shall provide to The Escrow Agent shall release and to distribute the Conversion Shares as follows: i. To PURCHASER or COMPANY, via certified mailas the case may be, return pursuant to, and upon receipt requestedby Escrow Agent of, an affidavit of an officer of SIEMENS reciting joint written instructions executed by PURCHASER and the occurrence of such event. a. COMPANY has made an assignment for the benefit of creditorsCOMPANY; or b. COMPANY is insolventii. To PURCHASER, is the subject not later than one business day after receipt from PURCHASER of proceedings in bankruptcy or has ceased such notice via overnight courier for next day delivery, such number of Conversion Shares equal to conduct business in the normal course; or c. A receiver, trustee, referee or similar officer has been appointed to take charge such amount of the Source Code; or d. COMPANY outstanding principal of, and accrued but unpaid interest on, the Note, in whole or in part, as specifically provided by PURCHASER in a Notice of Conversion which complies with the terms of, and the form of which is no longer providing support for Product and features in Attachment A to attached to, the Agreement. B. Within ten (10) business days subsequent to Escrow Agent's receipt of an affidavit in accordance with Section 2. A. hereof from SIEMENS (the "Response Period")Note, 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 which notice has not occurred or has been cured. If COMPANY'S objection is not provided delivered to the Escrow Agent within at the Response Periodtime and as further set forth in the Note, thenat a conversion price set forth in the Note; provided that, on the day after the end of the Response Periodparties agree that PURCHASER shall specify, and Escrow Agent is authorized toshall send, such number of additional Conversion Shares with respect to the accrued interest converted under the Note as necessary to round up to the nearest even multiple of 1000 (the "Excess Conversion Shares") and Purchaser shall immediately, deliver said Source Code thereafter promptly send to SIEMENS subject the COMPANY such Excess Conversion Shares. PURCHASER may continue to convert such amounts outstanding under the Note until the maturity thereof (as may be extended by PURCHASER in accordance with the terms of the Release Note), resulting from the conversion of all remaining principal amount of the Note; Escrow Agreement. C. If COMPANY timely files an affidavit disputing SIEMENS's claim that Agent agrees to insert on the Principal Reduction Grid such outstanding amounts converted and the outstanding amount remaining under the Note in accordance with the amounts so provided to Escrow Agent by PURCHASER as reflected in each Conversion Notice, as further set forth in the Note and deliver to Purchaser a specific event has occurredcopy of such revised Principal Reduction Grid; Escrow Agent also agrees as soon as reasonably practicable after receipt of the Conversion Notice, the Escrow Agent shall not deliver said Source Code will transmit by facsimile a copy of such Conversion Notice; or iii. To the COMPANY, the balance of any remaining Conversion Shares upon presentation of evidence satisfactory to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until the Escrow Agent is instructed that (i) the principal amount of the Note as well as any and all accrued but unpaid interest has been fully convened or paid in cash by the Company, as the case may be, pursuant to do so the terms thereof or (ii) the Note has been repaid by an arbitration panel in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS and COMPANY involving to PURCHASER pursuant to the interpretation or enforcement of this Escrow Agreement, or arising from or relating to this Escrow Agreement, shall be determined in the same manner as set forth in the 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 disagreement and to conduct such proceedings in an expedited mannerterms thereof.

Release from Escrow. A. Upon (a) At any time, or from time to time, before the occurrence Escrow Distribution Date, Regency may deliver a Claim Notice to Member and the Escrow Agent (i) specifying in reasonable detail the nature and dollar amount of one or more Damages with respect to a Claim it reasonably may have under Article IX and (ii) requesting a disbursement of the Liquidation Events listed belowamount of Damages with respect to the Claim from the Escrow Fund; provided that to the extent the amount of Damages with respect to any Claim exceeds the amount of the Escrow Fund then held in escrow, SIEMENS Regency shall not be entitled to recover from the Escrow Agent any amounts in excess of the Escrow Fund. (b) If Regency and Member agree as to the liability of such Claim and the amount of Damages or any portion thereof with respect to such Claim, Regency and Member 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 (10) business days subsequent to 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 a written notice jointly executed (“Joint Instructions”) instructing the Response Period, then, on Escrow Agent to disburse to Regency from the day after Escrow Fund an amount equal to the end amount of the Response Period, Escrow Agent is authorized to, Damages for such Claim or the undisputed portion thereof. If Member and shall immediately, Regency do not deliver said Source Code to SIEMENS subject Joint Instructions to the terms of the Release Escrow Agreement. C. If COMPANY timely files an affidavit disputing SIEMENS's claim that a specific event has occurredAgent, then the Escrow Agent shall not deliver said Source Code disburse the monies requested pursuant to SIEMENS the Claim Notice but rather hold such amount (the “Disputed Amount”) until directed to do so the earliest of (i) the receipt by COMPANY and SIEMENS jointly, or until the Escrow Agent is instructed of Joint Instructions with respect to do so such Disputed Amount instructing the Escrow Agent to release monies, specifying the amount of such monies to be released and to whom, (ii) subject to Section 11.3, the Escrow Distribution Date or (iii) a final written non-appealable order issued by an arbitration panel in accordance a court of competent jurisdiction with respect to such Disputed Amount. (c) In addition to disbursements from the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS Escrow Fund pursuant to Sections 11.2(a) and COMPANY involving the interpretation or enforcement of this Escrow Agreement11.2(b), or arising from or relating to this Escrow Agreement, Regency shall be determined entitled to a disbursement from the Escrow Fund pursuant to Section 2.8(d)(i) of an amount equal to the Merger Consideration Deficit as provided in the same manner as set forth in the 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 disagreement and to conduct such proceedings in an expedited mannerSection 2.8(d)(i).

Release from Escrow. A. Upon As promptly as practicable after Parent files its Annual Report on Form 10-K with 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 SEC for the benefit of creditors; or b. COMPANY is insolventyear ended December 31, 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 (10) business days subsequent to Escrow Agent's receipt of an affidavit in accordance with Section 2. A. hereof from SIEMENS 2001 (the "Response PeriodParent 10-K"), 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 shall 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 not deliver said Source Code release from escrow to SIEMENS until directed the Company Shareholders their pro rata portion of the Escrow Fund remaining; provided, however, that a portion of the Escrow Fund which, in the reasonable judgment of Parent, subject to do so by COMPANY the objection of the Shareholders' Agent and SIEMENS jointlythe subsequent arbitration of the matter in the manner provided in Section 8.7 hereof, or until is necessary to satisfy any unsatisfied claims specified in any Escrow Claim Certificate theretofore delivered to the Escrow Agent on or prior to the date the Parent 10-K is instructed to do so by an arbitration panel in accordance filed with the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes SEC with respect to facts and circumstances existing on or disagreements between SIEMENS and COMPANY involving prior to such date, shall remain in the interpretation or enforcement Escrow Fund until such claims have been resolved. Any portion of the Escrow Fund retained pursuant to the proviso in the first sentence of this Escrow Agreement, or arising from or relating to this Escrow Agreement, Section 8.3(a) shall be determined released to Company Shareholders or released to Parent (as appropriate) promptly upon resolution of each specific indemnification claim involved. Escrow Shares and Escrow Cash shall be released to the respective Company Shareholders in proportion to their respective share of the Merger Consideration. Parent will take such action as may be necessary to cause such certificates to be issued in the same manner as set forth in the AGREEMENT, excepting that COMPANY and SIEMENS agree that they will jointly petition the arbitrator(s) to commence names of the appropriate proceedings within ten Persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from Escrow to the Company Shareholders. In lieu of any fraction of an Escrow Share to which a Company Shareholder would otherwise be entitled, such holder will receive from Parent an amount of cash (10rounded to the nearest whole cent) days of initiation equal to the product of such dispute or disagreement and fraction multiplied by the average of the closing prices of Parent Common Stock as reported on the Nasdaq National Market during the twenty trading days ending one day prior to conduct the date such proceedings in an expedited mannershares are released from the Escrow Fund.

Release from Escrow. A. 4.1 Upon the occurrence of one or more a Release Event, and upon the expiry of any relevant cure periods contemplated by the Supply Agreement and/or the Security Trust Agreement and subject to Section 5.4 of the Liquidation Events listed belowSecurity Trust Agreement (where the Release Event is an Event Default), SIEMENS shall provide if the User delivers to the Escrow Agent and to COMPANY, via certified mail, return receipt requested, an affidavit of an Developer a statutory declaration sworn by a senior officer of SIEMENS reciting the occurrence User setting forth the particulars of such eventa Release Event (the “Release Notice”), the Escrow Agent shall, subject to Section 4.2, deliver the Escrowed Materials to the User in accordance with any delivery instructions specified by the User. a. COMPANY has made an assignment 4.2 Without in any way extending any cure period provided 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 receiverSupply Agreement or the Security Trust Agreement, 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 Developer shall have ten (10) business days subsequent from the date it receives a Release Notice to deliver to the Escrow Agent's receipt of an affidavit in accordance with Section 2. A. hereof from SIEMENS Agent and the User a notice (the "Response Period")“Objection Notice”) stating that no such Release Event has occurred, COMPANY mustor any such Release Event has been remedied or cured. The Objection Notice shall take the form of a statutory declaration and describe the circumstances pursuant to which there is no such Release Event, or any such Release Event has been remedied or cured, to which shall be attached true and complete copies of all relevant documents establishing or confirming the same. 4.3 Subject to Section 4.4, if it there is any dispute between the User and the Developer as to whether any such Release Event 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 remedied, such dispute shall be resolved in accordance with the dispute resolution provisions of the Supply Agreement. 4.4 To the extent that the Developer has not provided responded to the Release Notice within the time set forth in Section 4.2 hereof, then the Escrow Agent within shall deliver the Response Period, then, on Escrowed Materials to the day after User notwithstanding the end dispute resolution provisions of the Response Period, Escrow Agent is authorized to, and shall immediately, deliver said Source Code to SIEMENS subject to the terms of the Release Escrow Supply Agreement. C. If COMPANY timely files an affidavit disputing SIEMENS's claim 4.5 The Escrow Agent shall have no duty to inquire into the due authorization, execution or delivery of any Release Notice or Objection Notice, or the accuracy, veracity, validity or sufficiency of any statement, fact or circumstance set out in or referred to in any such notice. 4.6 Upon the Escrow Agent receiving written notice of termination of the Supply Agreement, provided that a specific event no Event of Default has occurred, the Escrow Agent shall not deliver said Source Code to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until Escrow Agent is instructed to do so by an arbitration panel in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS and COMPANY involving the interpretation or enforcement within a period of this Escrow Agreement, or arising from or relating to this Escrow Agreement, shall be determined in the same manner as set forth in the AGREEMENT, excepting that COMPANY and SIEMENS agree that they will jointly petition the arbitrator(s) to commence the appropriate proceedings within ten (10) days thereafter release to the Developer all Escrowed Materials then in its possession, and the Escrow Agent shall then be discharged from all of initiation its obligations under this Agreement. 4.7 If, during the period that the Escrow Agent has custody of such dispute the Escrowed Materials, any loss or disagreement damage to the Developer’s copies of the Escrowed Materials should occur, the Developer shall have the right to access the Escrowed Materials during business hours of the Escrow Agent for the purpose of reproducing and to conduct such proceedings in an expedited mannercopying the same for the Developer’s records.

Release from Escrow. A. Upon Immediately upon notification to the occurrence Applicant of one whether or more not such Applicant is the winning bidder under an Auction, the Auction Administrator is hereby irrevocably authorised by the Applicant to: (i) if the Applicant is the winning bidder for such Auction, attach any signature pages of the Liquidation Events listed belowApplicant to the applicable Secondary Capacity Documents and deliver such Secondary Capacity Documents together with any remaining Bid Documents in the possession of the Auction Administrator to the Primary Shipper or (ii) if the Applicant is not the winning bidder for such Auction, SIEMENS 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 provide be deemed to have been automatically terminated without any requirement for further action or confirmation that the Escrow Agent have been fully performed and that the Escrow is at an end. No Fiduciary Duties. Each party confirms that it is acting as a principal on its own account or on behalf of an Affiliate acting on its own account. Representations and Warranties The Applicant hereby represents, warrants and undertakes to the Primary Shipper and the 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 power to own its property and assets and to COMPANYcarry on its business as contemplated herein; it has the power to execute, via certified maildeliver and perform its obligations under this Agreement; and it has taken all necessary action to authorise the execution, return receipt requesteddelivery and performance referred to above and such execution, an affidavit delivery and performance does not violate or conflict with any Applicable Law, any provision of an officer its constitutional documents, any order or judgment of SIEMENS reciting 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 occurrence 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 event. a. COMPANY approval is required, it has made an assignment 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 benefit performance of creditorsany of its obligations under or in connection with this Agreement; or b. COMPANY is insolventits obligations under this Agreement constitute its legal, is the subject of proceedings in bankruptcy or has ceased to conduct business in the normal course; or c. A receivervalid and binding obligations, 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 (10) business days subsequent to Escrow Agent's receipt of an affidavit enforceable in accordance with Section 2. A. hereof from SIEMENS its terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); the "Response Period"entry into and the performance by it of this Agreement does not breach any contract or arrangement with any other person to which it is a party which may result in any claim by a third party against any Party to this Agreement (other than the Applicant); it is not relying upon any representations of the 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), COMPANY mustreceiver, if it has any objection to the release of said Source Codeadministrator, file with Escrow Agent an affidavit executed by an administrative receiver, compulsory manager or other similar 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 respect of the Response Period, Escrow Agent is authorized to, and shall immediately, deliver said Source Code to SIEMENS subject to the terms Applicant or any 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 not deliver said Source Code to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until Escrow Agent is instructed to do so by an arbitration panel in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. All disputes or disagreements between SIEMENS and COMPANY involving the interpretation its assets; or enforcement of this Escrow Agreementany security over any of the Applicant’s assets, or arising from any analogous procedure or relating step is taken in any jurisdiction; the opinions in any information provided in writing by or on behalf of the Applicant to this Escrow Agreementthe Auction Administrator or the Primary Shipper and the assumptions on which such opinions are based were, shall to the extent provided by, or expressed to be determined those of, the Applicant, expressed and made in good 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 proposed 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 same manner form attached hereto as set forth in Annex A (the 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 disagreement and to conduct such proceedings in an expedited manner“Authorised Officer Certificate”).