Release of Escrow Sample Clauses

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Release of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed Payment from escrow as follows: (a) Promptly following receipt by the Escrow Agent of (i) copies of the fully executed Documents and this Agreement, (ii) the Escrowed Payment in immediately available funds, (iii) joint written instructions ("Joint Instructions") executed by the Company and the Purchaser setting forth the payment direction instructions with respect to the Escrowed Payment and (iv) Escrow Agent's verbal instructions from David Grin and/or Eugene Grin (each of whom is a director of the Xxxxxaser) indicatxxx xxat all closing conditions relating to the Documents have been satisfied and directing that the Escrowed Payment be disbursed by the Escrow Agent in accordance with the Joint Instructions, then the Escrowed Payment shall be deemed released from escrow and shall be promptly disbursed in accordance with the Joint Instructions. The Joint Instructions shall include, without limitation, Escrow Agent's authorization to retain from the Escrowed Payment Escrow Agent's fee for acting as Escrow Agent hereunder and the Closing Payment for delivery to Laurus Capital Management, LLC in accordance with the Joint Instructions. (b) Upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "Court Order") relating to the Escrowed Payment, the Escrow Agent shall remit the Escrowed Payment in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order is a court of competent jurisdiction and that the Court Order is final and non-appealable.

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Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Funds (if any) shall be released to the Seller (or the Holders, in proportion to their respective Allocation Percentages if so directed in writing by the Holders’ Representative) on the first Business Day following the Survival Expiration Date; provided, however, that, if any Indemnification Claim shall have been properly asserted by any Purchaser Indemnified Party in accordance with this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Seller (or the Holders, in proportion to their respective Allocation Percentages if so directed in writing by the Holders’ Representative) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Holders promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 11.7 provides for the release of Indemnification Escrow Funds, each of Purchaser and Seller (or the the Holders’ Representative, on behalf of the Holders) shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.7 and the Escrow Agreement.

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Release of Escrow. Subject to the provisions in the Standard Terms, the Escrow Agent shall release the Escrowed Payment and the Preferred Stock as follows: (a) Upon the written instruction of the Company setting forth the Escrowed Payment to be returned on an Investor by Investor basis, the Escrow Agent shall return to Investors any such amounts. (b) From time to time until and including September 30, 2007, upon the receipt by Escrow Agent of a Company Release Request, together with certificates representing the shares of Preferred Stock to be issued to the Investors as set forth in such Company Release Request, the Escrow Agent will release the Escrowed Payment, in the amount specified in the Company Release Request, to the Company. (c) All funds to be delivered to the Company shall be delivered pursuant to the wire instructions to be provided in writing by the Company to the Escrow Agent. (d) Within five (5) days after receipt of joint written instructions signed by the Company and the Investors, or October 1, 2007, whichever occurs earlier, the escrow account shall be closed. Promptly thereafter, all certificates for Preferred Stock shall be delivered to the Investors at the addresses set forth in Schedule A in accordance with Company Release Requests theretofore delivered, and any remaining Escrowed Payments shall be returned to the Investors in accordance with percentages set forth on Schedule B-1 attached hereto. From time to time on or prior to October 1, 2007, Investors may provide written instructions to the Escrow Agent to redesignate the percentages set forth in Schedule B-1 in their sole discretion, provided that all Investors whose percentages are redesignated, or would be affected by such redesignations, confirm such written instructions to Escrow Agent by signing same and provide written notice to all Investors, the Company and the Escrow Agent. (e) Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrowed Payment and Preferred Stock in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

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Release of Escrow. The Agent shall retain the Escrow Shares and shall not distribute them until it is determined in accordance with Section 4.3 of the Exchange Agreement and the provisions of this Section 3 whether or not Wiki Sub has achieved the Benchmarks during the Earn-Out Period. 3.1 Upon receipt of a written notice (“GD Direction Notice”) from Garibaldi and XxXxxxxx stating that Wiki Sub has achieved the Benchmarks, or that the Board of Directors of Source has entered into an agreement to sell or merge Wiki Sub with another entity or to dispose of the assets of Wiki Sub, or has taken any other action to compromise the ability of Wiki Sub to meet the Financial Goals, the Agent will promptly deliver a copy of the GD Direction Notice to Wiki Parent. 3.2 Upon receipt of a written notice from Source stating that the Benchmarks have not been achieved and that no further extensions of the Earn-Out Period are required or have been granted in accordance with the terms of section 4.3 of the Exchange Agreement (a “Source Notice”), the Agent will promptly deliver a copy of the Source Notice to Garibaldi and XxXxxxxx. 3.3 If within twenty (20) days of the Agent’s receipt of a GD Direction Notice the Agent has not received from or on behalf of Source a Source Notice or other notice in which Source disputes the statements of Garibaldi and XxXxxxxx in the GD Direction Notice (a “Source Objection Notice”), the Agent shall deliver the certificates evidencing the Garibaldi Shares to Garibaldi, the certificates evidencing the XxXxxxxx Shares to XxXxxxxx, and the certificates evidencing the Wiki Sub Shares to Wiki Parent. 3.4 If within twenty (20) days of the Agent’s receipt of a Default Notice the Agent has not received from or on behalf of Garibaldi and XxXxxxxx a notice (a “GD Objection Notice”) in which Garibaldi and XxXxxxxx dispute the statements of Source in the Source Notice, then the Agent shall deliver to (i) the Transfer Agent, the certificates evidencing the Garibaldi Shares and the XxXxxxxx Shares, together with the Instruction Letter. and to (ii) Source, the certificates evidencing the Wiki Sub Shares. s. 3.5 If the Agent receives (i) a GD Direction Notice and a Source Objection Notice within the period set forth in Section 3.3, or (ii) a Source Notice and a GD Objection Notice within the period set forth in Section 3.4 (giving rise in the case of (i) or (ii) to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrow Sha...

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Release of Escrow. Subject to the provisions of Sections 2.1(d) and 3.2, the Escrow Agent shall release the Transaction Documents and Escrowed Funds as follows:

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Release of Escrow. Within five (5) Business Days of the first anniversary of the Closing Date (the “Release Date”), CHC shall direct the Escrow Agent to release from escrow pursuant to the Escrow Agreement and disburse to the Indemnifying Parties all Escrow Shares deposited with the Escrow Agent, less (i) any Escrow Shares released on or prior to the Release Date under this ARTICLE X to reimburse any CHC Indemnitee for any Loss, and less (ii) a reasonable reserve amount (to be determined jointly by CHC and the Shareholders’ Representative in good faith) in respect of any CHC Claims submitted on or prior to the Release Date in accordance with this ARTICLE X (provided, that if CHC and the Shareholders’ Representative cannot agree in good faith on a reasonable reserve amount, the amount in this clause (ii) shall equal the aggregate amount claimed by the CHC Indemnitees in all CHC Claim Notices delivered to the Shareholders’ Representative on or prior to the Release Date that CHC and the Shareholders’ Representative have not resolved as of the Release Date, which reserve amount shall not be greater than fifty percent (50%) of the remaining Escrow Shares). Within five (5) Business Days after the second anniversary of the Closing Date, if such claims of CHC Indemnitees have not been resolved, an amount of fifty percent (50%) of the remaining Escrow Shares, less any Escrow Shares released after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, shall be released. Within five (5) Business Days after the third anniversary of the Closing Date, the remaining Escrow Shares shall be released.

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Release of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Purchasers Documents as follows: On the Initial Closing Date, the Escrow Agent will simuitaneousiy release the Company Documents to the Purchasers and release the Purchasers Documents to the Company, except that the Security Agreement, and Subsidiary Guaranty, if any, will be released to the Collateral Agent. Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions ("joint Instructions") signed by the Company and the Purchasers, it shall deliver the Company Documents and Purchasers Documents in accordance with the terms of the Joint Instructions.

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Release of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows: (a) On the Closing Date, the Escrow Agent will simultaneously release the Company Documents to the Subscribers and release the Subscriber Documents to the Company, except that Subscriber Legal Fees will be released directly to the Subscriber’s attorneys. (b) On the Closing Date, an amount up to $1,500,000 of the Escrowed Payment will be retained in escrow and not released pursuant to Section 3.1(a). The amount retained in escrow pursuant to Section 3.1(b) shall be one-half (1/2) of the Escrowed Payment up to a maximum of $1,500,000. Such portion of the Escrowed Payment will be retained in escrow by the Escrow Agent pursuant to this Agreement in a non-interest bearing account and released to the Company or on the Company’s behalf not more frequently than one time each ten days. A request for release must be made in writing to the Escrow Agent and SNK. The request must include a copy of unanimously adopted resolutions of the board of directors of the Company certified by the secretary of the Company and the Company’s chief financial officer that (i) the Company is requesting a release of funds and the details thereof including the amount, purposes, and wire delivery instructions, (ii) that such requested funds are for reimbursement of funds which were timely employed in conformity in all material respects with the use of proceeds set forth on Schedule 9(e) to the Subscription Agreement under the heading “Use of Proceeds to be Reimbursed After Closing”, and (iii) an Event of Default, or an event that with the giving of notice or the passage of time could become an Event of Default, has not occurred. The Company must provide to SNK reasonably satisfactory proof that the funds for which reimbursement is sought had been used for the purposes described in part (ii) of the previous sentence. The Escrow Agent may not release any funds pursuant to this Section 3.1(b) if an objection to such release has been made by SNK. Deviations from Schedule 9(e) to the Subscription Agreement may be made subject to the written approval of a Majority in Interest. Unless postponed by the Company and Collateral Agent, any funds retained in escrow on the one year anniversary of the Closing Date will be released to Subscribers requesting such release in proportion to the relative amount of Note principal held by all Subscribers as of such nine month anniv...

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