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.
Sample 1Sample 2
AutoNDA by SimpleDocs
RELEASES FROM ESCROW. (a) The Escrow Shares, or the appropriate portion thereof, shall be returned to Graphic in accordance with the procedures set forth herein and upon the occurrence of any of the following events: (i) any reductions in the consideration to be paid the Shareholders as set forth in Section 2.10 of the Agreement; (ii) any and all claims for indemnification by Graphic pursuant to the Agreement; (iii) in the event any accounts or notes receivable of QQQ shown on the Closing Balance Sheet (as defined in the Agreement and net of any bad debt reserves set forth on such Closing Balance Sheet) remain uncollected for more than 120 days after the date of such Closing Balance Sheet; or (iv) any breach(es) has or have occurred by the Shareholders in their respective employment agreements with Quadras after the Closing Date. All of the foregoing matters are hereinafter referred to collectively as "Claims" or individually as a "Claim."
Sample 1
RELEASES FROM ESCROW. (a) On the earliest of (i) the sixth (6th) day after the Closing Date if neither Capital nor the Shareholders' Attorney-in-Fact provides written notice to the Escrow Holder of the exercise of its audit rights under Section 3(b)(ii) of the Merger Agreement; (ii) the date that the Escrow Holder receives written notice of the resolution of a "SECTION 3(B) CLAIM" previously made under Section 5 hereof; or (iii) the date that the Escrow Holder receives a Final Judgment on such Section 3(b) Claim, then the Escrow Holder shall deliver to the Shareholders' Attorney-in-Fact the amount of Escrow Funds and Capital Shares (or Replacement Securities) that was deposited pursuant to Section 3(b) of the Merger Agreement LESS the amount, if any, from the Escrow Deposit delivered to Capital to satisfy any Section 3(b) Claim. Capital and NHG shall jointly notify the Escrow Holder of: (a) the date constituting the Closing Date; and (b) the amount of Escrow Funds and Capital Shares (or Replacement Securities) that was deposited pursuant to Section 3(b) of the Merger Agreement.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
RELEASES FROM ESCROW 
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs

Related to RELEASES FROM ESCROW

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to Holdings or RMCO in an amount equal to the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include Holdings, RMCO, or RIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

  • Distributions from Certificate Account and Special Payments Account (a) On each Regular Distribution Date with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on the Equipment Notes held (subject to the Intercreditor Agreement) in the related Trust on such date, the Trustee shall distribute out of the applicable Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder’s pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the applicable Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee).

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system, shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; *ACH — 10 days following receipt of funds; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

  • ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, I, _____________________, hereby sell, assign and transfer unto ( ) shares of the Common Stock of Heska Corporation, standing in my name on the books of said corporation represented by Certificate No. herewith and do hereby irrevocably constitute and appoint to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: , 20 .

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!