Release of Escrow Amount Sample Clauses

Release of Escrow Amount. Within five (5) business days immediately following the first consecutive six (6) month period after the Closing during which all installment payments of the Brand Amount have been timely delivered to Fantex when due (subject to applicable notice and cure periods contained herein), then the Escrow Agent shall deliver to Participant all amounts then remaining in the Escrow Account, the Escrow Agreement shall be terminated, and Participant shall thereafter have no obligation to maintain any amounts in the Escrow Account.

Release of Escrow Amount. On the six (6)-month anniversary of the Closing Date (such date, the “Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIII.

Release of Escrow Amount. Termination. (a) On the date upon which the Sellers satisfy their obligations, if any, pursuant to Section 2.3(c)(i) of the Stock Purchase Agreement (such date being, the "INITIAL ESCROW FUND RELEASE DATE"), the Escrow Agent shall release the remaining Working Capital Escrow Shares to the Sellers as follows: (i) the remaining Magnolia Working Capital Escrow Shares to Magnolia; and (ii) the remaining Hawthorne Working Capital Escrow Shares to Hawthorne Trust. (b) Following the Initial Escrow Fund Release Date and upon the earlier to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement pursuant to Section 10 hereof, the Escrow Agent shall transfer, assign, deliver and pay over to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining in the Escrow Fund. In the event that, on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance of the Escrow Fund to the Sellers.

Release of Escrow Amount. After release of the Adjustment Shares to the Purchaser in accordance with Section 5.3 above, the Purchaser in its sole discretion, shall have the option to: (i) instruct the Escrow Agent to release the Escrow Amount to the Company, in which case the Purchaser will retain all of the Adjustment Shares, or (ii) have the Escrow Amount returned to Purchaser, at which case Purchaser shall relinquish Two Hundred Fifty Thousand Adjustment Shares back to the Company. In each such instance the Company hereby authorizes the Purchaser to direct the Escrow Agent immediately to release the Escrow Amount as directed by the Purchaser and the Company shall join in such direction, provided that the Escrow Agent may act solely on the direction of the Purchaser

Release of Escrow Amount. Escrow Agent shall hold the Escrow ------------------------ Amount until it delivers the Escrow Amount as follows: (a) If the Escrow Agent receives a written notice from Buyer stating that the Anniversary, as defined by the Purchase Agreement, is about to take place and such notice provides the date of Anniversary, Escrow Agent shall deliver on the date of the Anniversary the Escrow Deposit, by certified or bank cashier's check or by electronic transfer of funds, to the Seller, and Escrow Agent shall deliver on the date of the Anniversary the Interest, by certified or bank cashier's check or by electronic transfer of funds, to the Buyer. (b) If Escrow Agent receives a written notice other than as specified in (a) above from Seller or Buyer ("Noticing Party") stating that Noticing Party or some other entity designated by Noticing Party is entitled to the Escrow Amount, Escrow Agent shall deliver a copy thereof to the party who is not the Noticing Party ("Other Party") and, unless Escrow Agent has received a written notice of objection from Other Party within ten (10) business days after such delivery, Escrow Agent shall deliver the Escrow Amount as instructed by the Noticing Party. If Escrow Agent so receives a written notice of objection from Other Party, a controversy shall be deemed to have occurred for purposes of Section 4(b) hereof. (c) Escrow Agent shall, in addition, disburse the Escrow Amount in accordance with any joint written instructions received by Escrow Agent from the Seller and Buyer, which joint instructions shall be deemed to superseded the above provisions of this Section 3.

Release of Escrow Amount. (a) If the Escrow Agent receives a certificate signed by both an officer of Buyer and an officer of DLJMB directing the Escrow Agent to pay all or a portion of the Escrow Amount to the Stockholders and the holders of Company Warrants identified in such certificate and/or to Buyer or the Surviving Corporation as contemplated by Section 2.13 of the Merger Agreement, the Escrow Agent shall immediately pay such amount from the Escrow Account (including any interest attributable thereto as provided in Section 4 hereof) as directed in such certificate. (b) Subject to Section 6 hereof, if the Escrow Agent receives (i) a certificate signed by an officer of DLJMB directing the Escrow Agent to pay the Stockholders’ Representative’s portion of the fees and expenses of the Neutral Arbitrator allocable and payable by the Stockholders’ Representative to the Neutral Arbitrator pursuant to Section 2.12(c) of the Merger Agreement and (ii) a copy of the relevant invoice from the Neutral Arbitrator, the Escrow Agent shall immediately pay such amount from the Escrow Account (without any interest attributable thereto) as directed in such certificate (but in any case, not more than the amount set forth in such invoice). (c) Subject to Section 6 hereof, any amount in the Escrow Account that remains unclaimed by the Stockholders, the holders of Company Warrants or the Surviving Corporation at the end of a period of 12 months from the Closing shall be paid by the Escrow Agent to Buyer.

Release of Escrow Amount. (a) Promptly following acceptance for purchase of all Securities tendered into the Offers (and not withdrawn), the Purchasers shall deliver to the Escrow Agent a certificate certifying the occurrence of such acceptance and specifying the number of Series A Shares and Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and the number of Series A Shares, Series V Shares and ADSs validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment. On the Business Day immediately following the delivery to the Escrow Agent of the aforementioned certificate, the Escrow Agent shall transfer, assign, deliver and pay over: (i) first, to the Mexican Depositary for payment to holders of Series A Shares and Series V Shares that validly tendered their Series A Shares and Series V Shares into the Mexican Offer, the lesser of (A) the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and (y) Ps. 0.05712180 per Series V Share multiplied by the number of Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment, such dollar equivalent of such Peso amount calculated as the average of the exchange rates reported on each of the five (5) consecutive Business Days ending two (2) Business Days prior to the Expiration Date by Reuters and Bloomberg on their FXBENCH page as the closing rate for the exchange of Pesos and dollars; (ii) second, to the depositary designated in the U.S. Offer (the "U.S. Depositary") for payment to holders of Series A Shares, Series V Shares and ADSs that validly tendered their Series A Shares, Series V Shares and ADSs into the U.S. Offer, the lesser of (A) the Escrow Fund, less the amount paid to the Mexican Depositary and less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepte...

Release of Escrow Amount. (a) The date that is eighteen (18) months after the Closing Date is the “Release Date.” If there are no pending Claim Notices on the Release Date, the Buyer and the Stockholders’ Representative shall jointly provide the Escrow Agent with an executed Disbursement Request instructing the Escrow Agent to disburse the Escrow Amount (including any amount of Additional Cash Escrow, if any) to the Stockholders, pro rata based upon their Per Share Portion. In the event there are any pending Claim Notices on the Release Date, the Buyer and the Stockholders’ Representative shall jointly instruct the Escrow Agent, and the Escrow Agent shall follow such joint instructions, to retain only the Pending Claim Amount (as defined below) and release to the Stockholders all of the Escrow Amount in excess of the Pending Claim Amount as set forth in the joint instructions. For purposes of this Escrow Agreement, “Pending Claim Amount” shall mean that portion of the Cash Escrow Deposit and/or that number of the Escrow Shares equal to the disputed amount in any pending Claim Notice based on the Share Value.

Release of Escrow Amount. (a) Upon receipt of a written notice by Xxxxxxxx, the Escrow Agent shall not pay or otherwise release the Escrow Funds except upon receipt of any of the following: (i) A sworn statement of the Borrower confirming the satisfaction of all the conditions set forth in Section 3.1 of the Loan Agreement with evidence of executed loan documents and unit pledge agreement to the Lender of Atlantic Natural Food, LLC units; and (ii) a Joint Direction, signed by Xxxxxx and Xxxxxxxx, directing the Escrow Agent to pay the Escrow Funds in a specified manner; or (iii) an order of a court of competent jurisdiction directing the Escrow Agent to pay the Escrow Funds in a specified manner, whereupon the Escrow Agent shall promptly pay the Escrow Funds to complete such amount of (x) Tranche 1 of the membership purchase agreement for the purchase of units of Atlantic Natural Foods, LLC; (y) Tranche 2 . the acquisition of all the remaining issued and outstanding units in Atlantic Natural Foods, LLC pursuant to the Share Purchase Agreements; the initial collateral required to increase the Royal Bank of Canada led syndicated ABL line of credit; provided that if by January 20, 2023 or any other term agreed by the Parties the Pledge has not been perfected, the monies of the Tranche 1 will be reverted to Borrow in a term not to exceed 3 business days.

Release of Escrow Amount. If on the date of closing of the Offerings (as more fully described in the Registration Statement) the Escrow Agent has received from the Company or Sandler a certificate stating that the Company has received subscriptions or purchase orders in the Offerings for at least 4,165,000 Shares and that the Offerings have closed, then the Escrow Agent is hereby authorized and instructed to: (a) first, upon receipt of the written confirmation from Sandler or the Company set forth in, and otherwise in accordance with, Section VII, distribute to purchasers in the community and syndicated community offerings, out of the Escrow Amount deposited, amounts with respect to purchase orders which the Company has rejected in accordance with Section IV, without interest thereon; (b) second, after making the distributions required in paragraph (a) above, distribute to itself amounts from the Escrow Amount equal to the amounts owing to it pursuant to Section XI (if any); (c) third, after making the distributions required in paragraphs (a) and (b) above, pay to Sandler or any selected dealer out of the Escrow Amount an amount equal to Sandler's or such selected dealer's fees described in the Registration Statement (upon receipt of instructions from the Company as to such persons and amounts to be paid); and (d) fourth, after making the distributions required in paragraphs (a), (b) and (c) above, pay to the Company the Escrow Amount held by the Escrow Agent in the Escrow Account.