Release of Escrow Cash Sample Clauses

Release of Escrow Cash. The Escrow Cash will be held by Escrow Agent until released pursuant to Section 2(b) above or Section 4, below. On the Release Date (in the case of Section 2 (b)) or after the applicable release condition is met (in the case of Section 4), as the case may be, Escrow Agent will deliver to Seller the requisite amount of Escrow Cash to be released on such date as identified by Buyer and Seller to the Escrow Agent in writing (in the case of Section 2(b)) or as identified in the applicable Notice of Claim (in the case of Section 4(a)) or in the final decision of litigation or arbitration, as applicable (in the case of Section 4(b)) received by the Escrow Agent, as the case may be. Such delivery will be in the form of a check or wire transfer issued in the name of Seller. Buyer and Seller shall undertake to deliver a timely written notice to Escrow Agent identifying the amount of Escrow Cash to be released at such time and, if applicable, setting forth wire-transfer instructions.
Sample 1
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Release of Escrow Cash. Section 2.7.2.1 As soon as practicable (and in no event more than five (5) calendar days) following the Expiration Date, the Escrow Agent shall promptly distribute to the former Stockholders, at their respective addresses and in proportion to their respective Pro Rata Shares set forth on the Statement of Closing Consideration, any Escrow Cash initially deposited in the Escrow Account pursuant to this Section 2.7 (plus any interest or income accrued or earned thereon), less (x) any amount of Escrow Cash paid to the Stockholder Representative pursuant to Section 8.5.7.6 and the Stockholder Representative Agreement, (y) the amount of any Escrow Cash recovered by any Buyer Indemnified Parties prior to the Expiration Date pursuant to Section 8.3 hereof, and (z) an amount of Escrow Cash which the Escrow Agent shall retain equal to the aggregate amount of indemnification claims in U.S. Dollars made by any Buyer Indemnified Parties pursuant to Section 8.2 hereof which shall be outstanding and unresolved (the “Aggregate Outstanding Claims”), or, in the event that the Aggregate Outstanding Claims exceed the remaining amount of Escrow Cash, all remaining Escrow Cash (such amount of retained Escrow Cash, as well as any such amount of retained Escrow Cash as it may be further reduced after the Expiration Date by distributions to the Stockholders and recoveries by any Buyer Indemnified Parties pursuant to Section 8.3 hereof, the “Retained Escrow Cash”).
Sample 1
Release of Escrow Cash. Within five (5) Business Days following the expiration of the period ending on the last day of the twelve-month period following the date hereof (the “Claims Period”), Purchaser and Seller shall deliver a joint written instruction (setting forth the relevant calculations and amounts, if any, described in clauses (i) and (ii) below) to the Escrow Agent, and the Escrow Agent shall release from the Escrow Fund and deliver to Seller all of the Escrow Cash, less (i) any Escrow Cash previously delivered to Purchaser by the Escrow Agent in satisfaction of Claims by Purchaser or other Indemnified Persons pursuant to Section 2 above, and (ii) any Escrow Cash to be held by the Escrow Agent with respect to pending, unresolved, unsatisfied or disputed claims for Indemnifiable Damages specified in any Notice of Claim delivered to Seller Representative and the Escrow Agent on or before 11:59 p.m. Eastern Time on final day of the Claims Period. Any Escrow Cash to be held by the Escrow Agent after the expiration of the Claims Period pursuant to clause (ii) of the preceding sentence shall be released to Purchaser or Seller, as appropriate, as soon as (A) all such Claims have been resolved in accordance with the terms of Section 8.8 of the Purchase Agreement and (B) Purchaser and Seller have delivered a joint written instruction to the Escrow Agent pursuant to Section 2 of this Agreement.
Sample 1
Release of Escrow Cash. (a) Within ten days after the six month anniversary of the Closing Date, Parent shall release to the Stockholders $500,000 of the Escrow Cash less (i) such amount of Escrow Cash that has been previously released to Parent pursuant to the terms of this Agreement and (ii) such amount of Escrow Cash as is necessary to equal the amount of any outstanding claims against the Stockholders as of the six month anniversary of the Closing Date.
Sample 1
Release of Escrow Cash. The Escrow Cash shall be held by the Escrow Agent until required to be released to the Stockholders pursuant to Section 2.6(b) of the Merger Agreement, unless previously delivered to Acquiror pursuant to the Merger Agreement. As soon as practicable after the applicable delivery or release condition is met, the Escrow Agent will deliver to Acquiror or each Stockholder, as applicable, such Stockholder’s Pro Rata Share of the portion of the Escrow Cash to be released. The Escrow Cash will be delivered, as applicable, to (i) Acquiror by wire transfer of immediately available funds to an account designated to the Escrow Agent in writing by Acquiror and (ii) in the form of a check issued in the name of each Stockholder. In all cases where Escrow Cash is to be released to the Stockholders, Acquiror and the Representative will deliver a joint written notice to the Escrow Agent identifying the portion of the Escrow Cash to be released and the Pro Rata Share of such portion of the Escrow Cash to be released with respect to each Stockholder, if any, as soon as practicable after the applicable release condition has been met. The Escrow Agent will not release any Escrow Cash to any Stockholder until it has received the joint written instruction from Acquiror and the Representative identifying the portion of the Escrow Cash to be released and the Pro Rata Share of such portion to be released with respect to each Stockholder, if any. Escrow Agent and Acquiror will take such action as may be reasonably necessary to cause such checks to be issued in the names and delivered to the addresses of the Stockholders, in each case as set forth on Appendix II hereto.
Sample 1

Related to Release of Escrow Cash

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Release of Escrow Shares The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

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