Release of Escrow Deposit. Also on the Closing Date, concurrently with the wire transfer of the Purchase Price in accordance with Section 3.1.1 above, Seller and LBI Media shall jointly execute and deliver to the Escrow Agent written instructions to terminate the Escrow Agreement and deliver the entire Escrow Deposit to LBI Media.
Release of Escrow Deposit. Upon the signing of this Agreement by the parties hereto, the Escrow Deposit shall be irrevocably released to the Sellers and shall be nonrefundable to Purchasers.
Release of Escrow Deposit. The Escrow Agent shall release the Escrow Deposit as follows:
(a) If, at any time, InSite believes it is entitled to receive a full or partial distribution of the Escrow Deposit to satisfy the indemnity obligations of the Stockholders to InSite and their respective officers, directors, employees and agents under SECTION 12 of the Purchase Agreement, InSite shall give the Escrow Agent written notice of the same (the "Claims Notice"), which Claims Notice shall specify the amount of the Escrow Deposit to be distributed. Upon receipt of any Claims Notice, the Escrow Agent shall promptly forward a copy of such notice to the Stockholders. If the Stockholders object to the distribution proposed in the Claims Notice, the Stockholders shall give written notice of such objection to the Escrow Agent within thirty (30) days following receipt of the Claims Notice (the "Objection Notice"). If the Escrow Agent does not receive an Objection Notice within such thirty (30) day period, the Escrow Agent shall deliver to InSite the amount of the Escrow Deposit specified in the Claims Notice. If the Escrow Agent receives an Objection Notice within such thirty (30) day period, the Escrow Agent shall continue to hold the Escrow Deposit pursuant to the terms of this Agreement, subject to the Claims Notice until the Escrow Agent receives (i) a joint written instruction from the Stockholders and InSite regarding disposition of the Escrow Deposit subject to the Claims Notice and Objection Notice, or (ii) a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Deposit subject to the Claims Notice and Objection Notice. Notwithstanding the foregoing sentence, the Escrow Agent may exercise its rights under SECTION 8 of this Agreement at any time in the event of a dispute between the parties regarding release of the Escrow Deposit. Upon release of the Escrow Deposit in good faith pursuant to this Agreement, the Escrow Agent shall be fully released and discharged from all obligations under this Agreement.
(b) On the date which is one (1) year after the closing date of the transactions contemplated by the Purchase Agreement (the "Escrow Termination Date"), the Escrow Agent shall deliver to the Stockholders the remaining Escrow Deposit, including interest thereon, unless the Escrow Agent shall have been notified in writing by InSite or the Stockholders that a Claims Notice is pending and has not been resolved. If the Escro...
Release of Escrow Deposit. If this Agreement is terminated, the Escrow Deposit shall be disbursed as follows and in accordance with the terms and conditions of the Escrow Agreement:
Release of Escrow Deposit. Pursuant to and in accordance with the terms of the Escrow Agreement, the Escrow Deposit will be released to an account specified by the Company upon receipt by the Escrow Agent of evidence satisfactory to it that XGL shall have delivered and registered the Court Orders at Companies House in Cardiff. Payment of the Escrow Deposit shall discharge the obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date, and to purchase and pay for any Optional Securities purchased on any Optional Closing Date that is on the same day ad the First Closing Date.
Release of Escrow Deposit. The Escrow Deposit shall be released by the Escrow Agent in accordance with the following schedule:
(a) Within fifteen (15) days after the first anniversary date of the Closing Date (the "FIRST ANNIVERSARY DATE"), the Purchaser shall instruct the Escrow Agent in writing to distribute to the Paying Agent an amount from the Escrow Deposit (an "ESCROW DEPOSIT RELEASE") equal to (i) $3.5 million less (ii) Shareholders' Environmental Costs as of the First Anniversary Date and less (iii) any and all Tax Claims as of the First Anniversary Date 50 and less (iv) any amounts for payment from the Escrow Deposit pursuant to SECTION 1.14(B) and less (v) the collective amount of all other claims by the Purchaser for indemnity pursuant to this ARTICLE IX (including, but not limited to, any Response Action) (collectively, "INDEMNITY CLAIMS") as of the First Anniversary Date in excess of $1.5 million.
(b) Within fifteen (15) days after the second anniversary date of the Closing Date (the "SECOND ANNIVERSARY DATE"), the Purchaser shall instruct the Escrow Agent in writing to distribute to the Paying Agent an amount from the Escrow Deposit equal to (i) $3.0 million less (ii) any Shareholders' Environmental Costs as of the Second Anniversary Date for which amounts were not retained as of the First Anniversary Date less (iii) any and all Tax Claims as of the Second Anniversary Date for which amounts were not retained as of the First Anniversary Date less (iv) all other Indemnity Claims as of the Second Anniversary Date for which amounts were not retained as of the First Anniversary Date.
(c) Within fifteen (15) days after the third anniversary date of the Closing Date (the "THIRD ANNIVERSARY DATE"), the Purchaser shall instruct the Escrow Agent in writing to distribute to the Paying Agent an amount from the Escrow Deposit equal to (i) $2.0 million less (ii) any Shareholders' Environmental Costs as of the Third Anniversary Date for which amounts were not retained as of the Second Anniversary Date less (iii) of any and all Tax Claims as of the Third Anniversary Date for which amounts were not retained as of the Second Anniversary Date less (iv) all other Indemnity Claims as of the Third Anniversary Date for which amounts were not retained as of the Second Anniversary Date.
(d) Within fifteen (15) days after the fourth anniversary date of the Closing Date (the "FOURTH ANNIVERSARY DATE"), the Purchaser shall instruct the Escrow Agent in writing to distribute to the Paying Agent al...
Release of Escrow Deposit. Also on the KEYH Closing Date, concurrently with the wire transfer of the Purchase Price to Seller, EDC and LBI Holdings shall (i) if the KEYH Closing Date is a Simultaneous Closing Date, comply with Section 3.1.2 of the FM Asset Purchase Agreement and (ii) otherwise, jointly execute and deliver to the Escrow Agent written instructions to terminate the Escrow Agreement and deliver the entire Escrow Deposit then remaining to LBI Holdings.
Release of Escrow Deposit. (a) The Escrow Agent shall deliver the Escrow Deposit as follows: If Traberman does not revoke the Settlement Agreement within the Revocation Period, the Escrow Agent initiate delivery of the Escrow Deposit to Traberman on the Effective Date in accordance with Section 3 of the Settlement Agreement. If Traberman does revoke the Settlement Agreement within the Revocation Period, the Escrow Agent shall initiate delivery of the Escrow Deposit to EVI on the Effective Date.
(b) Upon any delivery or deposit of the Escrow Deposit as provided in this Section 3, the Escrow Agent shall be released and discharged from any further obligation under this agreement.
Release of Escrow Deposit. A. Upon receipt by the Escrow Agent of written directions from Seller and Purchaser that the Closing has occurred as defined in, and in accordance with, the Purchase Agreement, the Escrow Agent shall promptly wire $3,638,342 to Seller in immediately available funds.
B. Upon receipt by the Escrow Agent of written directions from Seller and Purchaser that the Final Statement has been finalized in accordance with the Purchase Agreement, the Escrow Agent shall promptly wire such monies in immediately available funds to Seller and/or Purchaser as set forth in such directions.
C. Upon receipt by the Escrow Agent of a notice signed by either Purchaser or Seller demanding release of all or part of the Escrow Deposit (a “Demand”), the Escrow Agent promptly shall deliver a copy of such Demand to the other party. If such other party does not dispute the substance and directions of such Demand in a writing delivered to the Escrow Agent, with a copy to the other party (a “Dispute Notice”), within fifteen (15) days after its receipt of such Demand, the Escrow Agent shall, promptly after such fifteen day period, release from escrow and deliver all or part of the Escrow Deposit in accordance with the Demand.
D. Upon release and delivery in full of the Escrow Deposit pursuant to the foregoing paragraphs, the escrow established and the obligations of the Escrow Agent hereunder shall thereupon terminate.
Release of Escrow Deposit. Also on the Closing Date, concurrently with the wire transfer of the Purchase Price (minus the Escrow Deposit) in accordance with Section 3.1.1 above, ECC and LBI shall jointly execute and deliver to the Escrow Agent written instructions to deliver the entire Escrow Deposit to Seller, and the entire Escrow Deposit shall be counted towards the Purchase Price.
