RELEASES FROM ESCROW Sample Clauses
RELEASES FROM ESCROW. Simultaneously with the execution and delivery of this letter, Parent and Purchaser are giving the Agent (as defined in the Escrow Agreement) Mutual Notices of Instruction (as defined in the Escrow Agreement) in the form of Exhibits D and E hereto instructing the Agent to release to Parent $8,873,000 of the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund and $725,000 of the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund, leaving $0 in the Undisputed Post-Closing CSOC Accounts Receivable Escrow Fund and $1,028,000 in the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund (such amounts remaining in the Disputed Post-Closing CSOC Accounts Receivable Escrow Fund being hereinafter collectively referred to as the "Remaining Escrow Fund"). If the CSOC Customer continues to pay the Company substantially as projected in the January CSOC Spreadsheet, then, in lieu of instructing the Agent pursuant to Section 1.3(b)(iv) of the Escrow Agreement to make the releases of the Remaining Escrow Fund that would but for this sentence be required pursuant to Section 1.3(a)(iv) of the Escrow Agreement on January 7, 2004, Parent and Purchaser shall give the Agent a Mutual Notice of Instruction in the form of Exhibit F hereto instructing the Agent to release to Parent all amounts in the Remaining Escrow Fund; provided, however, from and after any such date such a Mutual Notice of Instruction is not so given, Parent and Purchaser shall resume instructing the Agent pursuant to Section 1.3(b)(iv) of the Escrow Agreement to the make the releases of the Remaining Escrow Fund required pursuant to Section 1.3(a)(iv) of the Escrow Agreement.
RELEASES FROM ESCROW. (a) In the event that Purchaser is entitled to indemnification hereunder in any amount and any amounts are then held in escrow by the Escrow Agent under the Escrow Agreement, Seller and Shareholders shall join with Purchaser in a written direction to the Escrow Agent to release such amount to Purchaser.
(b) On the first anniversary of the Closing, Purchaser shall join with Seller and Shareholders in a written direction to the Escrow Agent to release to Seller all amounts then held in escrow (together with any earnings thereon) which Escrow Agent is not then required to release to Purchaser and which are not then subject to a dispute under Section 12(c).
(c) In the event that there is any dispute on whether any party is required to sign any direction to the Escrow Agent hereunder, such dispute shall be resolved exclusively by arbitration by the American Arbitration Association in New York City. In the event that the parties agree that a direction to the Escrow Agent is required to a given extent but dispute whether such direction is required for any excess amount, then the parties shall execute such direction for to the given amount as to which there is no dispute, and the dispute on the excess amount shall be submitted to arbitration as aforesaid.
(d) Seller and Majority Shareholders shall be jointly and severally liable, and the Other Shareholders shall be severally liable, for any indemnification obligation or obligations to the extent the same then exceeds amounts then held in escrow by the Escrow Agent. In no event shall any Other Shareholder be obligated to indemnify Purchaser for a representation or warranty which was true to the best of his or her knowledge.
RELEASES FROM ESCROW. To the extent that any Company or any Subsidiary receives any amounts as a result of the termination of the escrow arrangement provided for in the Metrocall Agreement or the PageNet Agreement, the Companies, jointly and severally, agree to immediately apply such amounts to prepay the Loan until the Loan has been repaid in full, and then to repay all other outstanding Obligations.
RELEASES FROM ESCROW. The Escrow Agent shall dispose of or distribute the Escrow Amount only in accordance with this SECTION 5. Notwithstanding the foregoing, to the extent inconsistent with this Agreement, the basis for claims for such disbursement, and any limitations thereon, shall be governed by the Purchase Agreement, which shall be controlling between Viragen and the Investor, respectively.
RELEASES FROM ESCROW