Release of the Escrow Amount. 5.1 CR and CME hereby irrevocably and unconditionally authorise and instruct the Escrow Agent to release the Escrow Amount, and the Escrow Account Agent to distribute funds in accordance with that release, subject to and in accordance with the following:
a) Upon receipt by the Escrow Agent of an Escrow Release Notice, provided that this Escrow Release Notice (i) appears to the Escrow Agent on its face to have been signed jointly by one Counsel to CME and one Counsel to CR, (ii) specifies unambiguously to whom payment shall be made, the date of payment (if to be paid later than three (3) Business Days after receipt by the Escrow Agent of this Escrow Release Notice), the amount(s) of such payment(s), and the account(s) (with name of account holder and account number) into which such payment shall be made, and (iii) has been received by the Escrow Agent at its Release Notice Address no later than the end of the Latest Release Date, the Escrow Agent will release the Escrow Amount in accordance with this Escrow Release Notice;
b) Upon receipt by the Escrow Agent of a Notice of Resolution of Dispute, provided that this Notice of Resolution of Dispute (i) appears to the Escrow Agent on its face to have been signed by one Counsel to either CR or CME, and (ii) contains the information by said Counsel set forth in Appendix 2, and (iii) has been received by the Escrow Agent at its Release Notice Address no later than the end of the Latest Release Date, the Escrow Agent will release the Escrow Amount in accordance with the Escrow Release Notice (as referred to below in Sub-Section bb)), so long as the Notice of Resolution of Dispute is accompanied by the following documents: aa) a copy certified by the Counsel (having signed the Notice of Resolution of Dispute) to be the final award relevant under this Escrow Agreement; and
Release of the Escrow Amount. Notwithstanding the obligation regarding the Release of the Earnings Amounts, as provided for in Section 4.6 above, the Parties agree and the Buyer shall, in the event that there is any balance of the Escrow Amount upon the final resolution and agreement by the Buyer and the Shareholder Representative in accordance with Section 10, release and transfer to the Indemnifying Shareholders such balance of the Escrow Amount, based on their respective Indemnification Pro-Rata Share and to the bank accounts listed for each of the Indemnifying Shareholders in Exhibits 2.3.5 and 2.5.1 of this Agreement, subject to the internal approval procedures by Escrow Bank to release the balance of the Escrow Amount and to the jointly signatures of the Buyer and of the Shareholder Representative on the respective instruction to release such balance of the Escrow Amount, as provided for in the Agreement for the Operation of the Escrow Account (“Release of the Escrow Amount”) and subject to the provisions set forth in Section 4.7.1 below.
4.7.1 The Release of the applicable portion of the Escrow Amount to the Indemnifying Shareholders or the Buyer shall occur, as applicable, within three (3) Business Days after such amount no longer represents an Unresolved Buyer Loss and as agreed between the Buyer and the Shareholder Representative. If the Parties, upon justified reasons, do not reach an agreement in relation to any portion of the Escrow Amount to be released and transferred to either the Buyer or the Indemnifying Shareholders, as applicable, the Buyer and the Shareholder Representative shall discuss the matter in arbitration, as per Section 12 of this Agreement.
Release of the Escrow Amount. The Escrow Amount shall be held, administered and released by the Bank to Sellers or Buyer, as applicable, in accordance with the terms of the Escrow Agreement.
Release of the Escrow Amount. The Escrow Agent shall release the Escrow Amount only in accordance with this SECTION 3.
Release of the Escrow Amount. On the date falling 18 months after the Closing Date (the Release Date), Buyer and the Sellers Representative shall instruct the Escrow Agent to distribute to the Sellers the amount credited to the Escrow Account on that date less (a) an amount equal to the Additional Tax Cap (as defined below) and (b) the amount that would be reasonably necessary in Buyer’s good faith estimate to satisfy any pending indemnification Claim (including any Claim made in connection with a breach of the Tax Warranties prior to the Release Date) specified in any Claim Notice delivered to the Sellers Representative prior to the Release Date, in which case, within 15 Business Days following the final resolution of the corresponding indemnification Claims, Buyer and the Sellers Representative will instruct the Escrow Agent to distribute to the Sellers the corresponding portion of the remaining Escrow Amount, all in accordance with the provisions of the Escrow Agreement; it being further specified that, at the end of the 3-year period after the Closing Date, the amount of the Additional Tax Cap credited to the Escrow Account on that date shall be released to the Sellers (less the amount that would be reasonably necessary in Buyer’s good faith estimate to satisfy any pending indemnification Claim made in connection with a breach of the Tax Warranties specified in any Claim Notice delivered to the Sellers Representative between the Release Date and that date, in which case, within 15 Business Days following the final resolution of the corresponding indemnification Claims, Buyer and the Sellers |EU-DOCS\31822603.17|| Representative will instruct the Escrow Agent to distribute to the Sellers the corresponding portion of the remaining Escrow Amount, all in accordance with the provisions of the Escrow Agreement).
Release of the Escrow Amount. (i) On the date that is eighteen (18) months after the date of this Agreement (the “Initial Distribution Date”), the Escrow Amount shall be reduced to an amount equal to the Initial Reduced Escrow Amount (as defined below), with all amounts in the Escrow Account in excess of the Initial Reduced Escrow Amount distributed to the Representative first in Escrow Shares with any remaining amounts payable in cash by
Release of the Escrow Amount. The Escrow Amount shall be used only to satisfy the indemnification obligations of the HPI Indemnifying Stockholders under Article 8 of the Acquisition Agreement. As between the HPI Indemnifying Stockholders and the Purchaser, the rights of, in and to the Escrow Amount shall be governed by the Acquisition Agreement. The Escrow Agent shall release from escrow hereunder and disburse the Escrow Amount only in accordance with the provisions of this Section 4 set forth below.
Release of the Escrow Amount. (i) On the date that is eighteen (18) months after the Effective Time (the "Initial Distribution Date"), the Escrow Amount shall be reduced to an amount equal to the Initial Reduced Escrow Amount (as defined below), with all amounts in the Escrow Account in excess of the Initial Reduced Escrow Amount distributed to the Representative in cash by wire transfer of immediately available funds (or any of the Permitted Investments held by the Escrow Agent as directed by Buyer and the Representative) on such date. The "Initial Reduced Escrow Amount" shall equal the sum of $12,500,000 plus the amount of any Withheld Amounts (as defined in Section 2.8(a) of the Merger Agreement) as of the Initial Distribution Date.
(ii) If, after the Initial Distribution Date, the Escrow Agent is required to pay all or a portion of the remaining Escrow Amount to Buyer pursuant to Sections 3(a), 3(b), or 3(d), then the Escrow Agent shall make such payment to Buyer in accordance with such Sections 3(a), 3(b), or 3(d).
(iii) Upon receipt by the Escrow Agent after the Initial Distribution Date of a written notice from Buyer and the Representative that any claims as to all or any portion of the Withheld Amounts as of the Initial Distribution Date have been resolved, accompanied by (A) an executed written agreement between Buyer and the Representative with respect to such Withheld Amounts or (B) an order of a court having jurisdiction over the matter, accompanied by an opinion of counsel to the effect that such order is final and not subject to further court proceedings or appeal with respect to such Withheld Amounts, the Escrow Agent shall release such Withheld Amounts in the Escrow Account as of such date as directed in such joint notice.
(iv) On the date that is thirty-six (36) months after the Effective Time (the "Second Distribution Date"), the Escrow Amount shall be reduced to an amount equal to the Second Reduced Escrow Amount (as defined below), with all amounts in the Escrow Account in excess of the Second Reduced Escrow Amount distributed to the Representative in cash by wire transfer of immediately available funds (or any of the Permitted Investments held by the Escrow Agent as directed by Buyer and the Representative) on such date. The "Second Reduced Escrow Amount" shall equal the sum of $4,000,000 plus the amount of any Withheld Amounts as of the Second Distribution Date.
(v) If, after the Second Distribution Date, the Escrow Agent is required to pay all or a portion of the...
Release of the Escrow Amount. The release by the Escrow Agent of part or all of the Escrow Amount shall only be made as follows:
(i) upon receipt of joint written instructions of the Purchaser and each Seller, in accordance with such instructions; or
(ii) upon receipt of a certified copy of a final arbitral award rendered by the ICC, directing the Escrow Agent to pay part or all of the Escrow Amount to either party, in accordance with such directions. If Escrow Agent receives written notice of any claim from the Purchaser, the Escrow Agent shall not release any Escrow Amount except in accordance with Sections 5(i) or 5(ii) above.
Release of the Escrow Amount. (a) The German Notary shall hold the Escrow Amount in the Escrow Account on trust and shall only release it in the following circumstances:
(i) The Escrow Amount shall be released to the Seller on the Closing Date of the last outstanding Individual Transfer and shall be used as (partial) payment of the respective Individual Purchase Price due on that final Closing.
(ii) The Escrow Amount shall be released to the Seller in the amount of the agreed Contractual Penalty upon request of the Seller and subject to compliance with the procedure agreed in Section 5.4.2 if the Seller has rescinded this Agreement in accordance with Section 7.3.3 with respect to one or more Individual Transfers because the Purchaser has not fulfilled its obligation to pay the Individual Purchase Price(s) due on the Closing Date. In this case the payment is made in fulfillment of the Purchaser's obligation to pay the Contractual Penalty pursuant to Section 5.3.
(iii) The Escrow Amount shall be released to the Purchaser if there is no further Individual Transfer to close under this Umbrella SPA and the Individual Transfers because either Party has rescinded the final Individual Transfer for reasons other than failure by the relevant Purchaser to pay the Purchase Price.
