Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows:
(a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing.
(b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based.
(c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds.
(d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review.
(e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.
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 acc...
Release of Escrowed Funds. If the Escrow Release Notice is delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3 hereof.
Release of Escrowed Funds. Upon receiving satisfactory direction signed by Purchaser and Seller, that the said sums can be released from escrow, the Escrow Agent shall promptly disburse to the Seller the entire amount being held in escrow, less any deductions hereinafter authorized, including, but not limited to the amount of Four Hundred Dollars ($400.00) to be paid to Escrow Agent for their services which cost shall be split equally by the Seller and Purchaser.
Release of Escrowed Funds. Upon receipt of the Release Notice, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3(a) hereof. The Subscription Receipt Agent will release the Escrowed Funds to the Corporation (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred, but only where the Corporation has not otherwise paid such fees prior to such release).
Release of Escrowed Funds. The Escrow Agent is authorized to release funds held in the Escrow Account only for the following purposes and under the following conditions:
Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds as follows:
(a) In the event that the Release Notice is delivered to the Subscription Receipt Agent prior to the Release Deadline and provided that the Release Notice and Escrowed Funds are received by the Subscription Receipt Agent by 7:00 a.m. (Vancouver Time) on the Release Date, and wire instructions have been provided to the Subscription Receipt Agent by 12:00 p.m. (Vancouver Time) the day prior to the Release Date, on a best efforts basis:
(i) release within one Business Day, an amount equal to 50% of the Underwriters’ Cash Commission to the Underwriters; and
(ii) the balance of the Escrowed Funds to the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred.
(b) in the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Release Deadline, the Subscription Receipt Agent shall pay to Subscription Receiptholders their pro rata share of the Escrowed Funds to holders of Subscription Receipts and the Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to the Subscription Receiptholders a cheque in the amount payable at the address on the register of holders of Subscription Receipts. The Corporation shall concurrently pay to Subscription Receiptholders any difference between the amount of the Subscription Receiptholders pro rata share of the Escrowed Funds and the aggregate Purchase Price of the Subscription Receipts held by them.
Release of Escrowed Funds. If a Determination is received in the case of a 197 Change Notice, and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed to the relevant Member or Members, as applicable. If a Determination is received in the case of a 197 Change Notice, and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed to the relevant parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporate Taxpayer, RHI or Xxxxxxx, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.03 of this Agreement.
Release of Escrowed Funds. (a) Release of Escrowed Funds to the Company. Immediately upon the receipt of the Officer's Certificate of the Company as described below, the Escrow Agent shall release and deliver to the Company such portion of the Escrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted Subscriptions plus all interest or other earnings accrued on such portion of the Escrowed Funds. The Escrow Agent shall not release any portion of the Escrowed Funds to the Company unless the following condition (the "Condition") shall have been satisfied: it has received a certification of the President or Chairman of the Board of Directors of the Company to the effect that (i) the Company has received acceptable Subscriptions (including payment in full of the purchase price) with respect to not less than 100,000 shares, and has accepted Subscriptions with respect to not less than 100,000 shares, and all terms of the Offering have been complied with. Such certification shall also indicate the number of shares with respect to which Subscriptions have been accepted and the number of shares, if any, and identity of the Subscribers with respect to which Subscriptions have been rejected. Notwithstanding anything to the contrary contained herein, the delivery of the foregoing certification shall be in the sole discretion of the Company, and nothing contained herein shall constitute any obligation, express or implied, of the Company to deliver such certification, or to deliver it at any specified time.
Release of Escrowed Funds. Escrowed Funds shall be released from the Escrow Account only in accordance with this Section 6.
