Common use of Release of the Escrow Amount Clause in Contracts

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. 5.1 CR 5.1. The Seller and CME hereby irrevocably and unconditionally authorise and instruct the Buyer authorize the Escrow Agent (pursuant to Article 1723, paragraph 2, of the Italian Civil Code) to release the Escrow Amount, in whole or in part, exclusively as follows: (a) for the purposes of the payment of any Price Adjustment: upon receipt of the joint written request of the Seller and the Escrow Account Agent Buyer substantially in the form of Schedule 5.1 (Part 1) hereto, signed by an authorized representative of each of the Seller and the Buyer (a Joint Payment Instruction), pursuant to distribute funds in accordance with that release, subject to and in accordance with the following: a) Upon receipt by which the Escrow Agent is requested to proceed with the release of the Escrow Amount (in whole or in part), in favor of the Seller and/or the Buyer, as the case may be; or (b) for the purposes of the Claim of Indemnity: upon receipt of the written request of the Buyer, signed by an Escrow Release Noticeauthorized representative of the Buyer and with copy to the Seller (a Buyer Payment Instruction and together with the Joint Payment Instruction a Payment Instruction), in such case in favor of the Buyer provided and on condition that this Escrow Release Notice either (i) appears the Buyer Payment Instruction encloses a copy of an enforceable arbitration award issued under the Agreement ordering the release in whole or in part of the Escrow Amount in favor of the Buyer – in which case the Buyer Payment Instruction shall be given substantially in the form of Schedule 5.1 (Part 2) hereto, or (ii) the Buyer Payment Instruction is given pursuant to article 9 of the Agreement and confirms that (1) following the submission of a prior Claim of Indemnity to the Seller with copy 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 madeAgent, the date [30 (thirty)] Business Day term provided in article [9.5] of payment the Agreement for the Seller to object to the relevant Claim of Indemnity has elapsed without any objection having been raised or (if to be paid later than three 2) Buyer and Seller have agreed the amount of Losses under the relevant Claim of Indemnity - whichever (31) Business Days after receipt by and (2) come first - and, therefore, the Escrow Agent is requested and instructed to proceed with the release in favor of this Escrow Release Notice), the amount(s) Buyer of such payment(s), and the account(s) (with name amount indicated in the Claim of account holder and account number) into Indemnity – in which such payment case the Buyer Payment Instruction shall be madegiven substantially in the form of Schedule 5.1 (Part 3) hereto; or (c) in favor of the Seller upon the elapse of the 18th (eighteenth) month following the date hereof, and save for: (iiii) has been the amounts necessary to cover any pending Payment Instruction received by the Escrow Agent before the expiry of such 18 (eighteen)-month term, and in such a case, the Escrow Agreement shall continue to be in full force and effect until the amounts hereof are paid; and/or (ii) the amounts necessary to cover any pending Claim of Indemnity as at its Release Notice Address the expiry of such 18 (eighteen)-month term, provided that the Buyer has notified in writing the Escrow Agent and the Seller with a written notice thereof no later than 5 (five) Business Days prior to the end expiry of the Latest Release Datesuch 18 (eighteen)-month term, and in such a case, the Escrow Agreement shall continue to be in full force and effect up to the date on which the last of any then pending Claim of Indemnity is resolved and/or settled according to the Agreement. 5.2. Notwithstanding the above, the Parties acknowledge and agree that: (i) the Escrow Agent will shall be under no obligation to release the Escrow Amount or any portion thereof or to take action in accordance relation thereto if it is prevented or prohibited from doing so or if it is instructed or ordered not to do so, in each case, by the terms of any order, judgment, award, decision or decree made by a court or other competent Authority with this Escrow Release Notice; b) Upon receipt by which the Escrow Agent is required to comply or if the Escrow Agent is otherwise not legally permitted to do so; and (ii) if the Escrow Agent becomes aware that a transfer of a Notice any part of Resolution the Escrow Amount has been made to the wrong account, it must (where such transfer has been made through its own error) use all reasonable endeavours to reverse such transfer. 5.3. Each of Disputethe Seller and the Buyer undertakes to the other that it shall promptly sign and deliver any Joint Payment Instruction as is required or necessary to give full effect to the relevant provisions of the Agreement. 5.4. Upon receipt of any Payment Instruction complying with the formal requirements set forth under Article 5.1, provided that this Notice letter (a) or (b), or upon elapse of Resolution of Dispute the 18 (eighteen) months term referred to in Article 5.1, letter (c), above (or such other term as extended pursuant thereof), (i) appears the Escrow Agent shall perform the relevant payment to the relevant beneficiary as soon as practicable and, in any case, not later than 5 (five) Business Days from the receipt of the Payment Instruction or the elapse of the 18 (eighteen) months term referred to in Article 5.1, letter (c) (or such other term as extended pursuant thereof), as the case may be, it being understood that (ii) any payment to the Seller shall be made on the Seller Designated Bank Account (or the different bank account which may be notified by the Seller to the Escrow Agent pursuant to Article 9.2 hereto) and any payment to the Buyer shall be made on its face the Buyer Designated Bank Account (or the different bank account which may be notified by the Seller 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 pursuant to below in Sub-Section bbArticle 9.2 hereto)), 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. 5.1 CR (a) As provided below, the Escrow Agent shall release from escrow and CME hereby irrevocably transfer all amounts that are credited to the Escrow Account (the "Escrow Amount") to TC and/or SPI, as the case may be: (1) within two business days after receipt, in accordance with a written instruction, signed by TC and unconditionally authorise and instruct SPI, directing the Escrow Agent to release the Escrow AmountAmount or any portion thereof as set forth in the instruction; (2) twenty business days after receipt, and in accordance with, a written instruction (a "Clause (2) Request") signed by SPI, directing the Escrow Account Agent to distribute funds release and deliver to SPI the Escrow Amount or any given portion thereof. (A) The Escrow Amount or any portion thereof shall only be released if (i) the Escrow Agent has promptly after receipt delivered to TC a copy of the Clause (2) Request, and (ii) the Clause (2) Request specifies that the Escrow Amount or any given portion thereof is to be released on account of a Purchase Price Adjustment pursuant to Section 3.2 of the Sale and Transfer Agreement and/or an obligation by TC to indemnify SPI pursuant to Section 8.1, 9.1 and/or 9.6 of the Sale and Transfer Agreement, and (iii) the Clause (2) Request specifies the amount of the Purchase Price Adjustment or obligation in accordance euros. (B) If within fifteen business days after receipt of the Clause (2) Request by the Escrow Agent TC delivers to the Escrow Agent a written objection to such instruction stating that there is no such Purchase Price Adjustment and/or obligation pursuant to Section 8.1, 9.1 and/or 9.6 of the Sale and Transfer Agreement or that the Purchase Price Adjustment and/or obligation pursuant to Section 8.1, 9.1 and/or 9.6 of the Sale and Transfer Agreement is less than the amount set forth in the Clause (2) Request, such lesser amount being specified in euros, the Escrow Agent shall release the Escrow Amount requested by SPI only to the extent there is no objection. After receipt of any such objection, the Escrow Agent shall promptly deliver a copy to SPI. (C) Each Clause (2) Request as to which there is an objection shall be referred to as a "Disputed Clause (2) Request". (D) The Escrow Amount or portion thereof that is the object of a Disputed Clause (2) Request and not released on account of any such objection may thereafter be released by the Escrow Agent pursuant to further instructions in compliance with that releaseclause (1), subject to (3) or (4). (3) twenty business days after receipt of, and in accordance with a written instruction (a "Clause (3) Request"), signed by TC, directing the following:Escrow Agent to release and deliver to TC the Escrow Amount or any portion thereof. a(A) Upon The Escrow Amount or any portion thereof shall only be released if (i) the Escrow Agent promptly after receipt deliver to SPI a copy of the Clause (3) Request, and (ii) the Clause (3) Request specifies that the Escrow Amount or any given portion thereof is to be released on account of a Purchase Price Adjustment pursuant to Section 3.3 of the Sale and Transfer Agreement after the presentation and on the basis of a Closing Statement finally determined pursuant to Section 4.3 or 4.5 of the Sale and Transfer Agreement. (iii) the Clause (3) Request specifies the amount to b released to TC in euros. (B) If within fifteen business days after receipt of a Clause (3) Request SPI delivers to the Escrow Agent a written objection to such instruction stating that there is no such Closing Statement finally determined or, that there is a Purchase Price Adjustment and that therefore there is no Escrow Amount to be released to TC or that the Escrow Amount to be released to TC is less than the amount set forth in the Clause (3) Request, such lesser amount being specified in euros, then the Escrow Agent shall release the Escrow Amount requested by TC only to the extent there is no objection. After receipt of any such objection, the Escrow Agent shall promptly deliver a copy to TC. (C) Each Clause (3) Request as to which there is an objection shall be referred to as a "Disputed Clause (3) Request"). (D) The Escrow Amount or portion thereof that is the object of any Disputed Clause (3) Request and not released on account of any such objection may thereafter be released by the Escrow Agent pursuant to further instructions in compliance with clause (1), (2) or (4). (4) within ten business days after receipt and in compliance with an order, a judgment or decision by a German court substantiating a payment obligation on the part of an TC to SPI or on the part of SPI to TC. (A) The Escrow Release Notice, provided that this Escrow Release Notice Amount or any portion thereof shall only be released if (i) appears to the Escrow Agent on its face is furnished by TC or SPI with a legal opinion of a German law firm which did not participate in the drafting and negotiation of the Sale and Transfer Agreement and the annexes thereto, to have been signed jointly the effect that such order, judgment or decision represents an enforceable, final adjudication by one Counsel to CME and one Counsel to CRa court of competent jurisdiction, and (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 has promptly delivered a copy of this Escrow Release Notice)the order, the amount(s) of such payment(s), judgment or decision and the account(slegal opinion to the party obligated to make payment (b) (with name The release of account holder and account number) into which such payment the Escrow Amount or any portion thereof pursuant to this Article 4 shall be madetake place by being transferred to the party concerned at the bank account specified by such party, except for that any and (iii) has been received by all payments to TC from 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 may only be made 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 account of TC set forth in Appendix 2, and (iii) has been received by the Escrow Agent at its Release Notice Address no later than the end Section 3.4 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 Sale and Transfer Agreement; and.

Release of the Escrow Amount. 5.1 CR Escrow Agent shall release the Escrow Amount plus interest received thereon not in excess of 3% of the Escrow Amount to Sellers and CME hereby irrevocably shall release the remaining interest, if any, to Buyer at the following dates (the “Release Dates”) and unconditionally authorise and instruct in the following partial amounts, unless the Escrow Agent to release the Escrow Amount, and the Escrow Account Agent to distribute funds receives a copy of a Notice of Breach in accordance with that release, subject clause VII/2 of the SPA and as specified below before the respective Release Date: 1,000,000 [Closing Date + 2 months] Relating to and in accordance with the following: aclause VI/9.5 (“Environmental Issues”) Upon receipt by 1,000,000 [Closing Date + 3 years] Relating to clause VI/9.4 (“Employment Matters”) 2,000,000 [Closing Date + 4 years] Relating to clause VI/9.2 (“Tax Exposure”) If the Escrow Agent receives a copy of an Escrow Release Notice, provided that this Escrow Release a Notice (i) appears to of Breach specified above before 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 respective Release Date, the Escrow Agent will not release any of the Escrow Amount in accordance with this or any interest; provided that, if all Notices of Breach state maximum amounts and if the sum of such maximum amounts (the “Total Claims”) is less than the Escrow Amount plus 3% of the Escrow Amount, the Escrow Agent may release to Sellers on the respective Release NoticeDate the difference between the Total Claims and the sum of the Escrow Amount plus 3% of the Escrow Amount. Notwithstanding the foregoing, the Escrow Agent shall at any time release funds from the Escrow Account: a) According to joint instructions by JS, YS and Buyer; b) Upon receipt According to a final award of a competent arbitration court or state court as provided for in the SPA or this Agreement and subject to the terms and conditions as may be set out in the arbitration award or the judgment provided that such arbitration award or judgment has been declared enforceable by a competent Swiss court or is enforceable in Switzerland, in which case the award itself shall replace the instruction(s) by the Party/Parties according to the preceding paragraph a). Notwithstanding anything herein to the contrary, Escrow Agent shall have no obligation to make any payment from the Escrow Account if to do so would result in a debit balance in the Escrow Account or to make any payment or take any other positive action of any kind pursuant to this Agreement, other than for the purposes of giving notices and except as otherwise provided in this Agreement, unless the Parties jointly agree to do so. If the total interest earned exceeds 3% of the Escrow Amount, such surplus shall be released by the Escrow Agent of a Notice of Resolution of Dispute, provided that this Notice of Resolution of Dispute (i) appears to the Buyer on the respective Release Date or, if earlier, concurrently with any other release of any of the Escrow Agent on its face to have been signed by one Counsel to either CR or CMEAmount. If the total interest does not reach 3% of the Escrow Amount, and (ii) contains if 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 Total Claims are less than the end sum of the Latest Release Date, the Escrow Agent will release the Escrow Amount in accordance with and the Escrow interest earned, the difference shall be paid by Buyer directly to the Sellers within 30 days after the respective 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; andDate.