Common use of Release of Escrowed Funds Clause in Contracts

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 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 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 (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 applicableRIHI. 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 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 (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 MembersRIHI. 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 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 the Corporation Holdings or the LLC RMCO in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 fundsDetermination; 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 Holdings, RMCO, or the relevant MembersRIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this 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 additional amounts required to be paid directly by the Corporation or released from escrow to the Members pursuant to Section 3.5(c)) shall be distributed to the relevant Members. The portion of any interest earned on such funds, and less the escrowed funds equivalent to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering administrating the escrow, 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 additional amounts required to be paid directly by the Corporation or released from escrow to the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect Members pursuant to any income earned on the investment of such fundsSection 3.5(c)) 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 fundsadditional amounts required to be paid directly by the Corporation or released from escrow to the Members pursuant to Section 3.5(c)) shall be distributed among the Parties 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 AgreementAgreement and as required pursuant to Section 3.5(c).

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 (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC Xxxx Holdings in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 fundsDetermination; 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 Corporation, Xxxx Holdings, 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 Escrowed Funds. As (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the date on which a reserve is released or contingent liability is eliminated (in certificate of the case of a Reserve Notice)Company as described below, the Escrow Agent shall release and provided that no Change Notice has previously been issued and is still outstanding in relation deliver to the same tax position that was the subject Company such portion of the Reserve NoticeEscrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the relevant escrowed funds (along with Escrow Agent shall not release any interest earned on such funds, and less portion of the Escrowed Funds to the Company until it has received: (1) a certification of any two of Xxxxxxx X. Xxxx, Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxx, Chairman, President and Chief Financial Officer, respectively, of the out-of-pocket expenses incurred by the Corporation Company, or the LLC then serving Chairman, President and Chief Financial Officer, to the effect that (i) the Company has received acceptable subscriptions (including payment in administering full of the escrow, and (2purchase price) any taxes imposed on the Corporation or the LLC with respect to any income earned on at least the investment number of such funds) shall be distributed to the relevant Members. The portion shares 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 Common Stock with respect to any income earned on the investment of such funds) shall which funds are sought to 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 fundsreleased; and (ii) second, the Company has accepted subscriptions with respect to such number of shares of Common Stock. Such certification shall indicate the exact number of shares of Common Stock with respect to which subscriptions have been accepted. Notwithstanding anything to the relevant Parties (whichcontrary contained herein, for the avoidance of doubt and depending on the nature delivery of the adjustmentsforegoing certification shall be in the sole discretion of Messrs. Xxxx, may include the Corporation Xxxx and/or Tinley and nothing contained herein shall constitute any obligation, express or the relevant Membersimplied, of Messrs. Xxxx, Xxxx and/or Tinley to deliver such certification, or some combination thereofto deliver it at any specified time; and (2) the certification of an appropriate officer of FBR to the effect that the Company has received subscriptions (including payment in accordance full of the purchase price) with respect to not less than the relevant Amended Schedule prepared pursuant to Section 2.4 number of this Agreementshares of Common Stock for which the release of funds is sought.

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 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 (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 applicableWP. 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 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 (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 MembersWP. 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 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 the Corporation Holdings or the LLC RMCO in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation Holdings or the LLC RMCO 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 fundsDetermination; 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 Holdings, RMCO, or the relevant MembersWP, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this 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 net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 net interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC Xxxx Holdings in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC Xxxx Holdings 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 fundsDetermination; 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 Corporation, Xxxx Holdings, or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement. ARTICLE IV.

Release of Escrowed Funds. As (a) Subject to the other terms and conditions of this Agreement, within two (2) business days following receipt by the Escrow Agent of the date written request of the Company's President, the Escrow Agent shall deliver to the Company (i) the entire amount of such Expense Deposits as shall have been deposited to and remain on which a reserve is released or contingent liability is eliminated (deposit in the case of a Reserve NoticeEscrow Account (or such lesser amount thereof as shall have been specified in the written request), or (ii) the entire amount of payments for the balance of the Purchase Price of Shares as shall have been deposited to and provided that no Change Notice has previously remain on deposit in the Escrow Account (or such lesser amount thereof as shall have been issued and is still outstanding specified in relation the written request). However, notwithstanding anything contained herein to the same tax position that was contrary, no funds shall be released to the subject Company unless (i) there has been delivered to the Escrow Agent a copy of correspondence received from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to the effect that the Bank's charter has been preliminarily approved and deposit insurance application has been approved and from the Federal Reserve Notice, and Virginia Bureau of Financial Institutions approving the relevant escrowed funds Company's ownership of Bank; (along with any interest earned on such funds, and less (1ii) the out-of-pocket expenses incurred written request for such release of funds contains or is accompanied by the Corporation or written certification of the LLC Company's President that Subscription Offers have been received and accepted for at least 547,600 Shares, (iii) the Escrow Agent shall have independently determined that collected funds have been deposited in administering the escrowEscrow Account (including Expense Deposits and payments of the balance of the Purchase Price of Shares, but excluding any such funds that have been refunded to subscribers) in an aggregate amount of at least $5,749,800, and (2iv) any taxes the Escrow Agent's fees and charges imposed on hereunder to the Corporation or the LLC with respect to any income earned on the investment date of such funds) shall be distributed to the relevant Members. The portion proposed release of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation have been paid 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 otherwise 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 AgreementEscrow Agent's satisfaction.

Release of Escrowed Funds. As (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the date on which a reserve is released or contingent liability is eliminated (in certificate of the case of a Reserve Notice)Company as described below, the Escrow Agent shall release and provided that no Change Notice has previously been issued and is still outstanding in relation deliver to the same tax position that was the subject Company such portion of the Reserve NoticeEscrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the relevant escrowed funds (along with Escrow Agent shall not release any interest earned on such funds, and less portion of the Escrowed Funds to the Company until it has received: (1) a certification of Xxxxxxx X. Xxxx and Xxxxxx X. Xxxx, Chairman and President, respectively, of the out-of-pocket expenses incurred by the Corporation Company, or the LLC then serving Chairman and President, to the effect that (i) the Company has received acceptable subscriptions (including payment in administering full of the escrowpurchase price) with respect to not less than 800,000 shares, and has accepted subscriptions with respect to not less than 800,000 shares; (ii) the Company has received the approval of the Board of Governors of the Federal Reserve (the "Federal Reserve") to become a bank holding company; and (iii) the Bank has received the approval of the Maryland Department of Financial Regulation to commence business, the approval of the Federal Deposit Insurance Corporation of the insurance of the Bank's deposits, and the approval from the Federal Reserve of the Bank's application for membership in the Federal Reserve System. Such certification shall indicate the exact number of shares with respect to which subscriptions have been accepted. Notwithstanding anything to the contrary contained herein, the delivery of the foregoing certification shall be in the sole discretion of Messrs. Xxxx and Xxxx and nothing contained herein shall constitute any obligation, express or implied, of Messrs. Xxxx and Xxxx to deliver such certification, or to deliver it at any specified time; and (2) any taxes imposed on the Corporation or certification of an appropriate officer of Xxxxxx to the LLC effect that the Company has received subscriptions (including payment in full of the purchase price) with respect to any income earned on not less than the investment number of such funds) shall be distributed to shares for which the relevant Members. The portion release 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 Agreementsought.

Release of Escrowed Funds. As (a) Subject to the other terms and conditions of this Agreement, within two (2) business days following receipt by the Escrow Agent of the date written request of the Company's President, the Escrow Agent shall deliver to the Company (i) the entire amount of such Expense Deposits as shall have been deposited to and remain on which a reserve is released or contingent liability is eliminated (deposit in the case of a Reserve NoticeEscrow Account (or such lesser amount thereof as shall have been specified in the written request), or (ii) the entire amount of payments for the balance of the Purchase Price of Shares and provided that no Change Notice has previously Units as shall have been issued deposited to and is still outstanding remain on deposit in relation the Escrow Account (or such lesser amount thereof as shall have been specified in the written request). However, notwithstanding anything contained herein to the same tax position that was contrary, no funds shall be released to the subject Company unless (i) there has been delivered to the Escrow Agent a copy of correspondence received from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation to the effect that the Bank's charter has been preliminarily approved and deposit insurance application has been approved and from the Federal Reserve Notice, and Virginia Bureau of Financial Institutions approving the relevant escrowed funds Company's ownership of Bank; (along with any interest earned on such funds, and less (1ii) the out-of-pocket expenses incurred written request for such release of funds contains or is accompanied by the Corporation or written certification of the LLC Company's President that Subscription Offers have been received and accepted for at least 537,500 Shares and 87,500 Units, (iii) the Escrow Agent shall have independently determined that collected funds have been deposited in administering the escrowEscrow Account (including Expense Deposits and payments of the balance of the Purchase Price of Shares, but excluding any such funds that have been refunded to subscribers) in an aggregate amount of at least $6,250,000, and (2iv) any taxes the Escrow Agent's fees and charges imposed on hereunder to the Corporation or the LLC with respect to any income earned on the investment date of such funds) shall be distributed to the relevant Members. The portion proposed release of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation have been paid 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 otherwise 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 AgreementEscrow Agent's satisfaction.