Release of the Escrow Funds. Escrow Agent shall disburse the Escrow Funds to Owner or Contractor, or their assigned representatives, only upon the following conditions and/or circumstances:
(a) Escrow Agent shall disburse the Escrow Funds, in whole or in part, as directed by Owner and Contractor in a notarized writing in substantially the form of Exhibit 1, attached hereto (“Joint Notice”), executed by authorized representatives of Owner and Contractor and setting forth, at a minimum, (i) the amount of the Escrow Funds (plus accrued interest) to be disbursed, (ii) the percentage allocation of the Escrow Funds (plus accrued interest) to be disbursed between Owner and Contractor, and (iii) the timing of when the disbursement shall occur; OR,
(b) Escrow Agent shall disburse the Escrow Funds, in whole or in part, as directed by Owner in a notarized writing delivered to Escrow Agent (with a copy by facsimile and registered mail to Contractor), in substantially the form of Exhibit 2, attached hereto (“Owner’s Notice”), setting forth, at a minimum, (i) the amount of the Escrow Funds (plus accrued interest) to be disbursed and (iii) the timing of when the disbursement shall occur; provided that Contractor has not provided its objection in writing to Escrow Agent (with a copy by facsimile and registered mail provided to Owner) (“Objection Notice”) within sixty (60) Days of receipt of Owner’s Notice, such Objection Notice setting forth in reasonable detail Contractor’s rationale for objecting to the disbursement terms set forth in Owner’s Notice; OR
(c) Escrow Agent shall disburse the Escrow Funds, if any, upon Escrow Agent’s receipt of a court order or other legal and binding directive (including but not limited to a binding order from an arbitrator and any decision by an arbitration panel or arbitrator within the scope of Section 18.2 of the EPC Agreement) requiring Escrow Agent to disburse such Escrow Funds in accordance with the terms of such court order or directive, irrespective of whether such court order or other legal and binding directive or arbitration decision is subject to appeal or has been appealed.
Release of the Escrow Funds. The Escrow Agent shall not release any part of the Escrow Funds to any party except as provided in this Section 4.
Release of the Escrow Funds. The Escrow Agent shall, and shall have the right and is hereby jointly instructed by the Transaction Parties to, release the Escrow Funds exclusively in accordance with this Section 3.
Release of the Escrow Funds. The Escrow Agent shall release the Escrow Funds in accordance with joint written instructions signed by Buyer and Sellers, and otherwise in accordance with the provisions of Section 8 below.
Release of the Escrow Funds. The Escrow Funds shall only be distributed and released as follows:
Release of the Escrow Funds. The Escrow Fund shall secure the indemnification obligations of the Company Holders and payments by the Company Holders of the Net Working Capital Adjustment Amount and Severance Adjustment Amount, each as more particularly described in the Merger Agreement. This Agreement shall not change, modify or supersede in any way the events or circumstances that give rise to the obligations and/or remedies of the parties to the Merger Agreement as more particularly set forth therein. Other than disbursement of interest amounts or payment of fees as set forth in this Agreement, the Escrow Agent shall only disburse amounts from the Escrow Fund as follows:
Release of the Escrow Funds. The Escrow Funds shall be distributed and released only as set forth in this Section 4.
Release of the Escrow Funds. (a) Subject to Section 2(c) of this Agreement, the Escrow Agent shall continue to hold the Escrow Funds delivered for deposit hereunder by an Investor until the earlier of: (1) receipt of a joint written notice from the Company and the Investors evidencing termination under Section 6.5(a) of the Purchase Agreement, (2) receipt of a written notice from the Company or an Investor evidencing termination under Section 6.5(b) of the Purchase Agreement (each of (1) and (2), a “Termination Election”) and (3) receipt of both (x) written notice from the Company that the conditions to closing under Section 5.1 of the Purchase Agreement shall have been satisfied and (y) joint written notice from the Company and Xxxx Capital Partners, LLC, who acted as a placement agent in connection with the transactions contemplated by the Purchase Agreement, to effect the Closing.
(b) If the Escrow Agent receives a Termination Election prior to its receipt of the notices contemplated under Section 2(a)(3), then the Escrow Agent shall return the Escrow Funds delivered by such Investor as directed by such Investor. If the Escrow Agent receives the notices contemplated under Section 2(a)(3) prior to a Termination Election, then the Escrow Agent shall disburse the portion of the Escrow Funds for which the foregoing is the case in accordance with Exhibit A to this Agreement.
(c) This Agreement shall terminate and be of no further force or effect on the earlier of (i) disbursement of the entire amount of the Escrow Funds by the Escrow Agent and (ii) the one year anniversary of the Closing Date.
Release of the Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) In the event that the Placement Agent delivers to the Escrow Agent a Written Direction in a form as set forth on Exhibit A, that an Investor exercises any or all of the Series B Warrants for an alternative cashless exercise thereunder and the Market Price as of the date of such Notice of Exercise (as defined in the Series B Warrants) is less than the Floor Price (as defined in the Series B Warrants) and provides the Escrow Agent in writing with the economic difference (the “Economic Difference”), which shall be equal to (A) the number of ordinary shares that would have been delivered using the Market Price if no Floor Price existed, minus (B) the number of ordinary shares delivered using the Floor Price multiplied by (C) the daily VWAP on the applicable date of the Notice of Exercise or ((A-B)*C), the Escrow Agent shall promptly return, from the Escrow Funds, an amount equal to the Economic Difference to the Investor. In addition, each Investor (if one or more Investors are affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended), such affiliated Investors shall be deemed to be as one Investor for purpose of this Section 1.2(a) only) shall only be entitled to receive, during the term of this Agreement, an aggregate amount of Economic Difference of up to $1,500,000, except that only when one Investor has exercised all their Series B Warrants, the other Investor shall be entitled to receive the Economic Difference up to the Escrow Funds then remaining.
(b) In the event that the Placement Agent delivers to the Escrow Agent a Written Direction that 95% of the total amount of the Series B Warrants issued and outstanding as of the date of this Agreement have been exercised prior to the Termination Date, the Escrow Agent shall promptly release any Escrow Funds remaining to the Company.
(c) The Escrow Agent shall promptly release any Escrow Funds remaining to the Company at 5:00 P.M. Eastern Time on the 90th day after the date hereof. If such 90th day is not a business day, the Escrow Agent shall promptly release the Escrow Funds to the Company on the next business day.
(d) In the event that any dispute shall arise among the Parties in connection with the Escrow Fund prior to the Termination Date (as defined herein), or if the Escrow Agent shall in good faith be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, re...
Release of the Escrow Funds. Escrow Agent shall disburse the Escrow Funds to Owner or Contractor, or their assigned representatives, only upon the following conditions and/or circumstances:
