RELEASE OF ESCROW HOLDER Sample Clauses

RELEASE OF ESCROW HOLDER. Pledgor and Secured Party hereby release Escrow Holder from any liability arising from Escrow Holder's performance hereunder, except liability for acts of gross negligence or willful misconduct. Specifically, Escrow Holder shall not be liable for failure of any of the conditions of the pledge or for failure to ascertain the terms or conditions, or comply with, any of the provisions of any agreement or other document referred to in this Agreement nor shall the Escrow Holder be liable for the wrongful assertion by either Pledgor or Secured Party of its rights and/or remedies hereunder. Escrow Holder shall not be liable for forgeries or impersonations. Should any controversy arise between the parties hereto, or with any third person, Escrow Holder shall not be required to determine the same or take any action, but may await the settlement of such controversy by appropriate legal proceedings. Pledgor and Secured Party and each of them, hereby agree to and shall indemnify, protect, defend and hold harmless the Escrow Holder and its partners, agents, employees, directors, officers, and principals from all liabilities, obligations, losses, damages, actions, suits, costs and expenses (including, without limitation, attorneys' fees) of whatever kind or nature imposed on, incurred by, or asserted against the Escrow Holder which are in any - 36 - way related to or arise out of the execution and delivery of this Agreement and any action taken hereunder by Xxxxxx Xxxxxx.
Sample 1
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RELEASE OF ESCROW HOLDER. Except as expressly set forth in this Agreement and Release, the Classic Parties and the Harvxx Xxxties do hereby fully release and forever discharge the Escrow Holder from and against any and all claims, damages, actions, causes of action, claims of indemnity, claims of contribution, liabilities, judgments, liens, contracts, agreements, rights, debts, suits, obligations, promises, acts, costs and expenses and charges of whatsoever nature, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, which the Classic Parties (or any of them) or the Harvxx Xxxties (or any of them) now have or claim to have, or at any time heretofore had or claimed to have, against the Escrow Holder based upon, or by reason of, in whole or in part, the performance or non-performance by the Escrow Holder of its obligations under the Escrow Agreement.
Sample 1

Related to RELEASE OF ESCROW HOLDER

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

  • 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 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 net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. 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 net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. 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 net interest earned on such funds) shall be distributed as follows: (i) first, to Holdings or RMCO in an amount equal to the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include Holdings, RMCO, or RIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Release of Escrow Shares The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ---- any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "Release Notice") setting forth the number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Parent 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 Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to the Escrow Agent. 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 twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent 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.

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Fees of Escrow Agent All fees, if any, of the Escrow Agent for service as escrow agent hereunder shall be paid by the Purchaser.

  • Terms of Escrow (a) The parties hereby appoint the Administrative Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment as escrow agent.

  • Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

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