Release of the Escrow Fund. The Escrow Agent shall disburse the Escrow Fund only in accordance with the written instruments set forth on Exhibit A delivered to the Escrow Agent that is executed by both the Buyer and the Seller and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s records. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC (and any other authorized officer of such entity) the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Escrow Parties for any deficiency.
Release of the Escrow Fund. The Escrow Agent will hold the Escrow Fund in its possession until instructed hereunder to deliver the Escrow Fund or any specified portion thereof as follows:
Release of the Escrow Fund. (i) Promptly following the first anniversary of the Closing Date (the "Release Date"), the Escrow Agent shall distribute to each Indemnifying Stockholder such Indemnifying Stockholder's pro rata share of the Escrow Amount plus any additional amounts paid into the Escrow Account pursuant to Section 11.5(c) hereof less the amount of Claims which have been made by or on behalf of one or more Indemnified Persons for indemnification pursuant to Section 11.1 hereof which have been determined to be valid pursuant to Section 11.3 hereof (the "Resolved Claims"), and the amount of any Claims made by or on behalf of Indemnified Persons on or prior to the Release Date for indemnification pursuant to Section 11.1 hereof which have not yet been determined to be invalid pursuant to Section 11.3 hereof (the "Unresolved Claims"). Buyer shall be entitled to all amounts by which the Escrow Amount and distributions from the Escrow Amount are reduced on account of Resolved Claims. In the event an Unresolved Claim is determined to be valid pursuant to Section 11.3 hereof, Buyer shall be entitled to all amounts by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim. In the event an Unresolved Claim is determined to be invalid pursuant to Section 11.3 hereof following the first anniversary of the Closing Date, Buyer shall distribute the amount by which the distributions from the Escrow Amount were reduced on account of such Unresolved Claim to the Indemnifying Stockholders who would have received such amount if distributions from the Escrow Amount had not been so reduced.
Release of the Escrow Fund. The Escrow Agent shall not distribute the Escrow Fund (or any portion thereof) to any Escrow Party except in accordance with this Section 5.
Release of the Escrow Fund. (a) If (i) the Company has not reached its required minimum amount of $250,000 on or prior to 90 days from the date hereof (unless the Offering is extended by the board of directors of the Company) or (ii) the Offering is earlier terminated by the board of directors of the Company, then the Company shall promptly provide the Escrow Agent with written notification that the Offering is terminated and written instruction to release each Investors' Deposit to each Investor by wire transfer in accordance with wire transfer instructions set forth on the joinder page for each Investor or by check if the wire transfer instructions were not included on the joinder page.
Release of the Escrow Fund. Upon expiration of the Escrow Period, the Escrow Agent shall immediately transfer all or any outstanding portion of the Escrow Fund to the Seller in the event that no Claim has been notified by the Purchaser pursuant to Article 8.2.(c) or such Claim has been settled by the Arbitration pursuant to Article 8.2.(e).
Release of the Escrow Fund. (a) Seller agrees to promptly deliver to Escrow Agent, with a copy to Buyer, any bills or invoices that it receives after the Closing that relate to expenses that accrued or arose under the Transferred Agreements (as defined in the Purchase Agreement) or relating to Seller's business prior to the Closing (collectively, "Invoices"), including without limitation, any and all invoices received from any of the vendors listed on Exhibit A attached hereto. If Seller contends that it disputes any portion of such Invoices, Seller shall include information regarding the nature of such dispute and the amount in dispute with the delivery of such Invoice. The Escrow Agent shall promptly upon receipt of each Invoice, make payment out of the Escrow Fund for the amount of such Invoice or, if in dispute, for the undisputed portion thereof. In addition Seller may present to Escrow Agent, with a copy to Buyer,a sworn statement by Seller that checks totaling the amount requested have been issued and mailed to the parties entitled to monthly commissions, stating the name of each Payee and the amount paid and Escrow Agent shall reimburse Seller for such amount from the Escrow Fund.
Release of the Escrow Fund. The Escrow Fund is intended to provide a source of funds and property for the satisfaction of certain amounts which may become payable to Cumulus Broadcasting pursuant to (i) the purchase price adjustment based on the determination of the Final Balance Sheet or (ii) Article 11 of the Agreement. Accordingly, the Escrow Fund shall only be distributed or released as follows:
Release of the Escrow Fund. On the date eighteen (18) months from the date hereof (the "Release Date"), the Escrow Agent shall pay to Stockholder Representative (on behalf of the Stockholders) the full amount of the Escrow Fund less the aggregate Pending Claim Amounts (as defined in the Merger Agreement), which amount shall be specified in writing to the Escrow Agent jointly signed by Parent and Stockholder Representative (the "Outstanding Claims Amount").
Release of the Escrow Fund. The Escrow Fund is intended to provide a source of funds for the payment of any amounts which may become payable to Full Art pursuant to Article 9 of the Purchase Agreement. The Escrow Fund shall only be distributed and released as follows:
