Release of Funds from Escrow. (a) The Company shall have the right at any time after the Closing to draw the first and second $1 million held in the Escrow Account upon the occurrence of each of the following events: (i) the Company shall have used substantially all of the previous amounts funded at closing or at the first draw from the Escrow Account in accordance with Schedule 3.8 or as otherwise agreed to by the Purchaser in writing (ii) there shall have been no material adverse change in the Company's condition or prospects which would result in a disaster, (iii) the representations and warranties in Article II shall be true and correct in all material respects such that the breach thereof has a disasterous effect on the Company, (iv) the Company shall have complied in all material respects with the covenants set forth in Articles III and IV and the Related Agreements as of the date of the Draw Certificate, and (v) there shall have been no fraud or embezzlement at the Company. The Company shall effect the second and third draw by delivering (i) a certificate confirming the foregoing and showing the use of the funds to the Purchaser, executed by one or more of the Principal Shareholders in their capacity as officers of the Company (the "Draw Certificate") and (ii) disbursement instructions to the Escrow Agent releasing the corresponding certificate representing shares of Preferred Stock to the Purchaser. Within two (2) business days of receiving the Draw Certificate, the Purchaser shall confirm its contents and upon such confirmation issue disbursement instructions to the Escrow Agent releasing the second or third $1 million to the Company. In each case, the disbursement instructions shall be in the form provided for in the Escrow Agreement.
(b) The Purchaser shall have the unilateral right to release all or a portion of the funds in the Escrow Account and receive the corresponding number of shares of Preferred Stock (1 share for each $30 released) without any action or notice required by the Company.
(c) The Company and the Purchaser can agree in writing to any other alternative arrangement.
Release of Funds from Escrow. If the Escrowed Funds are held by the Subscription Receipt Agent in accordance with Section 2.1 and 2.13 and the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1(a), the Corporation shall:
(a) be entitled to receive from the Subscription Receipt Agent the Escrowed Funds, less any amount paid by the Subscription Receipt Agent pursuant to Section 3.4 and 3.6 hereof; and
(b) upon receipt of the Escrow Release Notice, the Subscription Receipt Agent shall deliver the funds referred to in Section 3.2(a) to or at the direction of the Corporation. Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 11:00 a.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a non-Business Day will be handled on a best efforts basis and may result in Escrowed Funds being released on the next Business Day. If the Transaction is not completed for any reason, the Corporation shall forthwith return to the Subscription Receipt Agent the funds received from the Subscription Receipt Agent pursuant to this Section 3.2.
Release of Funds from Escrow. Upon the delivery of this Agreement and the Shares and Warrants, the Lender will instruct the Escrow Agreement to wire the $250,000 plus earned interest directly to the Company.
Release of Funds from Escrow. Within ten days of the latter of the City’s adoption of the Second Amendment to the Development Agreement pursuant to Section A.1 above and the City’s adoption of the Text Amendment and approval of Developer's townhome plans pursuant to Section A.2 above, the Parties shall jointly submit written instructions to release all but $ 1,600,000 of the Escrowed Funds to the City. The remaining Escrowed Funds shall be released to the Parties upon either (i) the Developer providing the City a Self-Mitigation Notice under Section 2.14.1 of the Second Amendment to Development Agreement or (ii) the City obtaining approval for the Conservation Easement pursuant to Section 2.14.2
Release of Funds from Escrow. Sellers shall be entitled to the ---------------------------- release of Escrow Funds in accordance with the terms of the Escrow Agreement as follows: No Funds shall be released from Escrow to Sellers until such time as executed Amendments of the Network Services Agreements provided in Exhibit E ---------- hereto have been delivered to IMS and the Allocated Portion of the Purchase Price assigned to such Network Service Agreements as provided in Exhibit I --------- hereto exceeds Nine Hundred Thousand Dollars ($900,000), at which time Sellers shall be entitled to notify the Escrow Agent to release that part of the Allocated Portion of the Purchase Price attributable to the delivered amended Network Service Agreement which exceeds Nine Hundred Thousand Dollars ($900,000). Thereafter, Sellers shall be entitled to receive, from time to time from the Escrow Agent, the full Allocated Portion of the Purchase Price as provided in Exhibit I for each duly executed amendment to a Network Service --------- Agreement delivered to IMS.
Release of Funds from Escrow. Investis Digital automatically releases the funds from the buyer to the seller 30 days after the invoice has been paid. If the Buyer wishes the payment to be withheld or delayed, the Buyer needs to notify Investis Digital by email at xxxx@xxxxxxxx.xx within 21 days of initial payment. After 30 days, the funds will be sent directly from the escrow account to the seller.
Release of Funds from Escrow. Upon receipt by Landlord of the Letter of Credit re-established by Section 2 above, the $359,748.00 in funds held in the escrow deposit account (plus accrued interest, if any) established by the Second Amendment shall immediately be released and payable to Tenant.
Release of Funds from Escrow. Within two business days from the effective date of this Agreement, WEPCo and Cliffs will deliver the "Notice of Interim Agreement and Joint Instructions for Partial Disposition of Funds Held in Escrow," in the form attached hereto as Exhibit A, to the escrow agent identified in the Escrow Agreement attached hereto as Exhibit B. As specified in Exhibit A, this partial disposition of funds from escrow shall be in the amount of $25,687,080.08 delivered to Tilden and the amount of $34,866,868.06 delivered to Empire. Within xxx xxsiness days of the effective date of this Agreement, WEPCo shall also deliver to Tilden the amount of $4,756,336.54 and deliver to Empire the amount xx $0,479,494.86, pursuant to Section 4(b)(ii) of the PPAs.
Release of Funds from Escrow. The Escrow Agent shall release the Funded Amounts, or portions thereof, as follows and in accordance with the terms of the Escrow Agreement:
(a) On the Effective Date, the Escrow Agent shall release from escrow to Calfrac, at the applicable time, the Funded Amounts, together with all interest accrued thereon, pursuant to and in accordance with Section 5.3(e)(i).
(b) If this Plan is terminated for any reason (including, without limitation, as a result of the termination of the Support Agreement or the Commitment Letter) or not implemented in accordance with the terms hereof by the Outside Date (as such date may be extended by the Applicants, the Initial Consenting Noteholders and the Majority Commitment Parties, each acting reasonably), the Escrow Agent shall as soon as practicable return all Funded Amounts to the applicable Intermediaries of the Funding Electing Noteholders and the Funding Commitment Parties, as applicable, together with all interest accrued thereon.
(c) If the Commitment Letter is terminated in respect of any particular Commitment Party, the Escrow Agent shall, at the request of such Commitment Party, return to such Commitment Party all Funded Amounts deposited with the Escrow Agent by or on behalf of such Commitment Party, together with all interest accrued thereon.
(d) If any Intermediary representing a Funding Electing Noteholder or Funding Commitment Party provides to the Escrow Agent more than its applicable Electing Noteholder Amounts or Commitment, as applicable, under this Plan, the Escrow Agent shall as soon as practicable return any excess funds to such Intermediary or Funding Commitment Party, as applicable, together with all interest accrued thereon.
Release of Funds from Escrow. Except to the extent that some or all of the funds in escrow are the subject of a pending dispute and are to be retained in escrow pursuant to Section 8.3 or Section 8.4, all funds held in escrow shall be released and delivered to Seller twelve (12) months following the Closing.
