Release of Escrow Account. Sellers and Buyer Domestic agree to cause the Escrow Agent to release amounts held in the Escrow Account to Healthpoint pursuant to the terms of the Escrow Agreement in the amounts and at the times set forth below:
Release of Escrow Account. Within three (3) Business Days following the end of the Survival Period (the “Release Date”), the Seller and Purchaser will instruct the Escrow Agent to distribute to Seller (or, prior to a Bankruptcy Release Event, Seller and Purchaser will instruct the Escrow Agent to deposit into the Maintenance Account) the remaining contents of the Escrow Account, less an amount equal to the aggregate value of all claims for Losses described in any Claim Notice delivered by a Purchaser Indemnified Party on or prior to the last day of the Survival Period in accordance with this Article X, which portion shall remain in the Escrow Account until such claims have been resolved or satisfied. Any such portion of the Escrow Account held following the Release Date with respect to pending but unresolved claims for indemnification that is not awarded to a Purchaser Indemnified Party upon the resolution of such claims shall be distributed to Seller within three (3) Business Days following resolution of such claims.
Release of Escrow Account. The Escrow Agent shall pay the funds in the Escrow Account to Seller upon submission to Escrow Agent of a statement indicating that the services, personal property and merchandise contained herein has been fully performed or delivered. If the actual amount of the funds in the Escrow Account at the time of need and delivery exceed the actual cost of the goods and services provided, the excess shall be returned to Purchaser or to Purchaser=s personal representative.
Release of Escrow Account a. The Easements and Relocation Payment with accrued interest shall be released to the City and the City Letters shall be released to the Developers upon written notification and instructions to the Escrow Agent from the City Clerk that the Lenexa Governing Body at a City Council meeting approved and executed a DB Contract for the construction of the Street Improvements provided such action occurred within nine (9) months after the Effective Date of this Escrow Agreement. If the Lenexa Governing Body does not approve and execute a DB Contract within this timeframe, the Easements shall be returned to their respective Developers and the Relocation Payment with interest accrued to date shall be returned to Mill Creek Village and this Escrow Agreement shall be null and void, unless such timeframe is extended, in writing, by mutual agreement of the parties. Upon receipt of the written notice and instructions from the City Clerk, the Escrow Agent shall have five (5) days to release the Easements, Relocation Payment and City Letters to the respective parties.
Release of Escrow Account. Upon delivery of a Notice of Claim (as defined in Section 6.01) to the Escrow Agent and ADG at any time on or before the termination date of the Escrow Account (as provided herein) (the “Indemnification Escrow Period”), the Escrow Agent shall, subject to the provisions of this Section 2.07(b), cause to be disbursed to Chemring or an Indemnified Party, as the case may be, such portion of the Escrow Account as set forth in such Notice of Claim. If, within twenty (20) Business Days after delivery of a Notice of Claim, ADG notifies the Escrow Agent and Chemring in writing that ADG disputes any portion of the claim made by Chemring or an Indemnified Party in such Notice of Claim, the Escrow Agent shall retain the disputed amount in the Escrow Account and ADG and Chemring shall consult with each other for up to thirty (30) Business Days regarding such dispute. If ADG and Chemring agree that a portion of the Escrow Account shall be disbursed to Chemring or the Indemnified Party on account of the Notice of Claim, Chemring and ADG shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such agreed-upon amount to Chemring or the Indemnified Party, as applicable. If the Escrow Agent does not receive joint written instructions from Chemring and ADG within such thirty (30) Business Day period, then no portion of the disputed amount will be distributed with respect to such Notice of Claim until (i) such time as ADG and Chemring execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion of the remaining Escrow Account, (ii) a final judgment on the matter is entered by a court of competent jurisdiction (after all appeals have been finally determined or the time for appeal has expired without an appeal having been made) or (iii) such time as an order or award of an arbitrator ordering or directing the Escrow Agent to disburse all or a portion of the remaining Escrow Account is issued pursuant to the arbitration process set forth in Section 9.11 is issued, in which case the Escrow Agent shall retain or disburse the amount claimed in the Notice of Claim in accordance with such judgment or award. “Business Day” shall mean any day except Saturday, Sunday or any day on which banks are generally not open for business in Washington, DC, or London, England.
Release of Escrow Account. On the Interim Escrow Release Date, Buyer and Sellers’ Representative shall jointly instruct the Escrow Agent to disburse to Sellers’ Representative (for further distribution to the Sellers in accordance with the provisions of Schedule I hereto) from the Escrow Account the Interim Escrow Release Amount by wire transfer of immediately available funds in accordance with the wire transfer instructions designated in writing by the Sellers’ Representative. On the Final Escrow Release Date, Buyer and Sellers’ Representative shall jointly instruct the Escrow Agent to disburse to Sellers’ Representative (for further distribution to the Sellers in accordance with the provisions of Schedule I hereto) from the Escrow Account the Final Escrow Release Amount by wire transfer of immediately available funds in accordance with the wire transfer instructions designated by the Sellers’ Representative.
Release of Escrow Account. On the first Business Day after the six (6) month anniversary of the Closing Date (the “Escrow Release Date”), each of Buyer and Seller shall jointly instruct the Escrow Agent to release all amounts held in the Escrow Account (to the extent not previously disbursed in accordance with Section 1.3(f) and this Article VII) to Seller, by wire transfer of immediately available funds, provided, however, that if there are any pending but unresolved claims for indemnification pursuant to this Article VII as of the Escrow Release Date, then Buyer and Seller shall issue joint instructions pursuant to this Section 7.7 for the release of all undisputed amounts held in the Escrow Account. Any amounts remaining in the Escrow Account related to claims for indemnification existing as of the Escrow Release Date shall remain in the Escrow Account until each of such claims has been finally resolved by (i) a written agreement between Seller and Buyer or (ii) a final and non-appealable judgment, order, award or decree of any court of competent jurisdiction. Upon resolution of the pending claims, the Buyer and Seller shall issue joint instructions pursuant to this Section 7.7 to release the remaining amounts in the Escrow Account in accordance with the resolution of the claims with any remaining amounts released to Seller.
Release of Escrow Account. The release of the Escrow Funds shall be subject to the terms of the Escrow Agreement.
Release of Escrow Account. Within three (3) Business Days after [Date which is one year from the closing of the Purchase Agreement to be inserted] [_______] (the "Distribution Date"), the Escrow Agent shall pay out of the Escrow Account to Seller an amount equal to the remaining amount, if any, of the Escrow Funds (subject to the succeeding proviso); provided, however, that (i) if any Certificate that has been delivered to Seller and the Escrow Agent on or prior to the Distribution Date remains outstanding and unresolved, an amount equal to the aggregate Certificate Amounts set forth in such outstanding and unresolved Certificates shall not be distributed to Seller on the Distribution Date, but instead will remain on deposit in the Escrow Account, and will be paid out only in accordance with the terms of Section 4(d) of this Agreement, to the extent funds are available, and (ii) the only amount that shall be distributed to Seller upon resolution in favor of Seller of any such Certificate shall be an amount, if available, equal to the difference between (x) the amount of Escrow Funds deducted from the distribution to Seller on the Distribution Date, minus (y) the aggregate Certificate Amounts subject to any remaining outstanding and unresolved Dispute Notices.
Release of Escrow Account. Except as otherwise provided herein, prior to 5:00 p.m. New York time on (the “Escrow Account Release Date”), the Escrow Agent shall distribute to the Stockholder Representative, in accordance with written instructions delivered to the Escrow Agent from the Stockholder Representative, the cash (or other property) held in the Escrow Account, including any interest earned thereon not otherwise distributed to the Purchaser Indemnified Parties pursuant to Section 2 or retained in the Escrow Account. Notwithstanding the foregoing, if on or prior to the Escrow Account Release Date, the Purchaser has properly given a Claim Notice on behalf of any Purchaser Indemnified Party containing a claim which has not been resolved prior to such date in accordance with Section 2, the Escrow Agent shall retain in the Escrow Account after the Escrow Account Release Date an amount of cash equal to the amount described in the Claim Notice and release of such amount shall be governed by Section 2; provided, that any amounts remaining in the Escrow Account after final resolution of such Claim Notice(s) and distribution to the Purchaser pursuant to Section 2(e), as applicable, shall be disbursed to the Stockholder’s Representative.
