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. 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:
(a) On the fifth Business Day after the earlier of (a) nine months after the Closing Date or (b) the date the matters described in the definition of “Pending Regulatory Reviews” are finally resolved, an amount equal to $10,000,000 (or such lesser amount as is then available in the Escrow Account), minus the sum of (without duplication) (i) the aggregate dollar amount of all indemnification claims relating to the *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. covenant set forth in Section 6.12 pending as of such date plus (ii) the aggregate dollar amount of all indemnification claims relating to the covenant set forth in Section 6.12 that have been paid prior to such date or are to be paid as of such date.
(b) Upon the entry of a final, non-appealable judgment in all pending False Claims Act Litigation or the execution of an FCA Settlement Agreement (the date of entry of such judgment or execution of the FCA Settlement Agreement, the “FCA Release Date”), an amount equal to the FCA Settlement Agreement Escrow Amount (or such lesser amount as is then available in the Escrow Account) minus the sum of (without duplication) (i) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a)(ii) in respect of the False Claims Act Litigation pending as of such date plus (ii) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a)(ii) in respect of the False Claims Act Litigation that have been paid prior to such date or are to be paid as of such date plus (iii) the State FCA Settlement Amount in respect of states that have not reached a settlement with, or obtained a final, non-appealable judgment against, Healthpoint with respect to the False Claims Act Litigation; provided, however, that Buyer Domestic and Sellers shall take all necessary actions to cause (A) the prompt release from the Escrow Account of any amounts (up to the amount of the FCA Settlement Agreement Escrow Amount remaining in the Escrow Account) due and owing under the FCA Settlement Agreement, a settlement with any state or the entry of a final, non-appealable judgment and (B) the payment, on behalf of Sellers, of such amounts directly to the Governmental Authorities en...
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. 2.1 Release to the Organization
a. repayment of the $200,000 mortgage in favour of 2630439 ONTARIO INC. registered as Instrument XX0000000 on the Organization’s existing property at 00 – 00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, xxx
b. the purchase price of a real property by the Organization on the closing date of the purchase. upon written direction from the Organization to do so, and receipt by the Escrow Agent of a written certificate signed by an officer or director of the Organization stating that:
c. if para. b. above applies, the said purchase aligns with all purchase parameters and conditions stipulated by the Organization, as set out in the Organization’s Offering Statement dated March 21, 2024;
d. the Organization has delivered a copy of the Offering Statement to each prospective member for whom the Escrow Agent holds funds; and
e. the Organization has not within ten days after delivery of the offering statement received a notice from a prospective member that he/she wishes to be repaid his/her funds, and
f. registration of a new mortgage on the property purchased on the terms set out in the Offering Statement.
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.
b. Upon disbursement of the Easements to the City from the Escrow Agent, the City shall record the Easements with the Xxxxxxx County, Kansas Register of Deeds.
c. Upon receipt of the Easements, the City shall promptly and diligently pursue substantial completion of construction of the Street Improvements after the Effective Date of this Escrow Agreement.
d. Upon receipt of the Easements & Relocation Payment, the City shall pay SSG for the relocation of the SSG gas pipeline necessary for the construction of the Street Improvements. City and SSG will cooperate to promptly and diligently pursue relocation of the gas pipeline in coordination with the construction of the Street Improvements.
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. The release of the Escrow Funds shall be subject to the terms of the Escrow Agreement.
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.
Release of Escrow Account. The Escrow Agent shall deliver and/or retain such amount of the Escrow Account held by it as of the eighteen month anniversary of the deposit into the Escrow Account of the Escrow Amount as follows:
(i) pay to the Purchaser such amount of the Escrow Account as the Purchaser is entitled to pursuant to Section 4 by reason of a Claim Notice which is a Conceded Amount; and
(ii) retain for delivery, pursuant to the provisions of Section 4, an amount of the Escrow Account equal to the aggregate unresolved Claims as are the subject of contested claims or as to which claims have been filed with the Escrow Agent but the time period for delivery of notice of intent to contest such claims have not expired pursuant to Section 4; and
(iii) pay to the Seller the balance of the Escrow Account not paid to the Purchaser pursuant to Section 5(a)(i) or retained for delivery pursuant to Section 5(a)(ii).
Release of Escrow Account. The Escrow Amount will be released and distributed only as follows:
