Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.
(b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”).
(c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent.
(d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.
(e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section.
(f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it.
(g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or...
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) Provided that the Escrow Funds total at least $100,000 at or before 4:00 p.m., Salt Lake City time, on _________, 2000, (or ___________, 2000 if extended by the Company by written notice to the Escrow Agent given on or before _________, 2000), or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company or as otherwise instructed by the Company, within one (1) business day after the Escrow Agent receives a written release notice in substantially the form of Exhibit A attached hereto (a "Release Notice") signed by an authorized person of the Company and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription price for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company or as otherwise instructed by the Company upon receipt by the Escrow Agent of a Release Notice as described above; and
(b) if the Escrow Agent has not received a Release Notice from the Company at or before 4:00 p.m. Salt Lake City time, on __________, 2000, (or ____________, 2000 if extended by the Company by written notice to the Escrow Agent given on or before August 22, 2000), and the Escrow Funds do not total at least $100,000 at such time and date, then the Escrow Funds shall be returned to Subscribers. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit B attached hereon as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to a Subscriber the amount of a collected check or other funds received by the Escrow Agent, the Escrow Agent shall make such refund to the Subscriber within one (1) business day after receiving such instructions.
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) In the event that the Company and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to said Investor without interest or offset.
Release of Escrow Funds. (a) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Limited Partnership of a Qualifying Transaction within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an automatic redemption of, Restricted Voting Units; (iii) a Winding-Up; and (iv) the requirement of the Limited Partnership to pay taxes on the interest or certain other amounts earned on the Escrow Funds, and for payment of certain expenses, as described herein.
(b) If the Limited Partnership is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the General Partner, will be required to complete the liquidation of the Escrow Account on behalf of the Limited Partnership, and as promptly as reasonably possible, on an automatic redemption date specified by the Limited Partnership (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Restricted Voting Units, at a per-unit price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law.
(c) In conjunction with the closing of a Qualifying Transaction within the Permitted Timeline for which a unitholders meeting is not required to be held, holders of Restricted Voting Units will be provided with the opportunity to redeem all or a portion of their Restricted Voting Units, provided that they deposit their units for redemption by the redemption deposit deadline specified by the Limited Partnership, for an amount per Restricted Voting Unit, payable in cash, equal to the Qualifying Transaction Redemption Amount, subject to applicable law.
(d) Subject to certain limitations described in the Prospectus, in the event of a meeting of unitholders of the Limited Partnership to be held within the Permitted Timeline to vote on whether to approve a proposed Qualifying Transaction (if required by applicable law) or whether to approve an extension to the Permitted Timeline to up to 36 months, and irrespective of whether they vote for or against, or do not vote on any proposed Qualifying Transaction or extension to the Permitted Timeline, ho...
Release of Escrow Funds. (a) The release of amounts in the Escrow Account shall be subject to the terms of this Agreement and the Escrow Agreement.
(b) On the earlier of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000.
(c) On the date which is 18 months after the date hereof (the “Release Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims.
(d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (such Pending Claims being hereinafter referred to as “Resolved Claims”), the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such mutual written agreement or final court determination, to the relevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in the Escrow Account) determined to be owing to such Purchaser Indemnitees.
(e) After the Release Date, at such time as any Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to Section 9.6(c) become Resolved Claims, the Escrow Agent shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) to the relevant Purchaser Indemnitees, the agg...
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) If the Representative advises the Escrow Agent and the Company in writing on or prior to [______], 202[_] (the date that is eighteen (18) months after the Closing Date) (the “Final Termination Date”) that there are indemnification amounts payable to the Representative or another Underwriter Indemnified Party by the Company pursuant to Sections 5.1.1 and 5.1.2 of the Underwriting Agreement that have not been paid by the Company, the Representative shall specify the amount due and payable in its notice, and the Escrow Agent shall wire transfer such amount to the Representative, provided such amount is collected and available for withdrawal and subject to Escrow Agent’s receipt of a joint written instruction from the Company and the Representative as set forth in Exhibit A-1. The Company shall not unreasonably withhold, delay or condition its execution of such Escrow Release Notice.
(b) Promptly following the Final Termination Date, the Escrow Agent shall pay all remaining Escrow Funds by wire transfer to the Company in accordance with a joint written instruction in the form of Exhibit A-2 of the Company and the Representative. The Representative shall not unreasonably withhold, delay, or condition its execution of such Escrow Release Notice.
(c) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order.
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) Provided that the Escrow Funds total at least $500,000 at or before 4:00 p.m., Salt Lake City time, on August 22, 2000, (or September 22, 2000 if extended by the Company by written notice to the Escrow Agent given on or before August 22, 2000), or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company or as otherwise instructed by the Company, within one (1) business day after the Escrow Agent receives a written release notice in substantially the form of Exhibit A attached hereto (a "Release Notice") signed by an authorized person of the Company and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription price for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company or as otherwise instructed by the Company upon receipt by the Escrow Agent of a Release Notice as described above; and
(b) if the Escrow Agent has not received a Release Notice from the Company at or before 4:00 p.m. Salt Lake City time, on August 22, 2000, (or September 22, 2000 if extended by the Company by written notice to the Escrow Agent given on or before August 22, 2000), and the Escrow Funds do not total at least $500,000 at such time and date, then the Escrow Funds shall be returned to Subscribers. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit B attached hereon as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to a Subscriber the amount of a collected check or other funds received by the Escrow Agent, the Escrow Agent shall make such refund to the Subscriber within one (1) business day after receiving such instructions.
Release of Escrow Funds. 4.1 Payments during the term of the Agreement or on termination of the Agreement
4.1.1 The Escrow Agent is hereby irrevocably authorised by each of the Buyers and the Sellers to pay and, subject to receipt of the monies payable by the Buyers into the Escrow Account pursuant to and in accordance with the Agreement, the Escrow Agent hereby irrevocably undertakes, as soon as practicable following the receipt of an Escrow Payment Letter duly signed by both the Sellers and the Buyers, to pay such amount as is referred to in the relevant Escrow Payment Letter to the following bank account of the Sellers or the Buyers (as the case may be): Sellers: BANK USD: Bank Name: The Hongkong and Shanghai Banking Corporation Branch name: COLLYER QUAY BRANCH Address: 00 XXXXXXX XXXX, #00-00 XXXX XXXXXXXX, XXXXXXXXX 000000 Swift Code: XXXXXXXX Bank Code: 7232 USD current account no.: 000-000000-000 Favouring: Maersk Tankers Singapore Pte Ltd
Release of Escrow Funds. The Escrow Funds shall not be distributed to Seller until that date which is twelve (12) months after the Closing Date, and shall only be distributed in accordance with the terms and conditions of the Escrow Agreement. In the event that Buyer shall have perfected, prior to the expiration of such 12-month period, a claim for indemnification pursuant to Article 4, Buyer shall endeavor in good faith to determine a reasonable estimate of the maximum amount of such claim and shall instruct the Escrow Agent to distribute any excess amount of Escrow Funds to Seller in accordance with the terms of the Escrow Agreement.
