Common use of Termination of Escrow Agreement Clause in Contracts

Termination of Escrow Agreement. Duration of the Escrow Agreement This Escrow Agreement shall remain in full force and effect till the termination of the Station Facility Management Agreement, either due to the expiry of the Term or otherwise, and the amount available in the Escrow Account has been fully paid in accordance with this Escrow Agreement and till all the obligations of the Facility Manager to IRSDC have been fully discharged pursuant to the Station Facility Management Agreement, unless terminated earlier by consent of all the Parties or otherwise in accordance with the provisions of this Escrow Agreement. The Facility Manager may, by not less than 45 (forty five) days prior notice to the Escrow Bank and IRSDC, terminate this Escrow Agreement and appoint a new Escrow Bank, provided that the new Escrow Bank is acceptable to IRSDC and arrangements are made satisfactory to IRSDC for transfer of amounts deposited in the Escrow Account to a new Escrow Account established with the successor Escrow Bank. The termination of this Escrow Agreement shall take effect only upon coming into force of an Escrow Agreement with the substitute Escrow Bank. Closure of Escrow Account The Escrow Bank shall, at the request of IRSDC and the Facility Manager made on or after the payment by the Facility Manager of all outstanding amounts under the Station Facility Management Agreement, including the payments specified in Article 4.4 of this Escrow Agreement, and upon confirmation of receipt of such payments, close the Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to the Facility Manager. Upon closure of the Escrow Account hereunder, the Escrow Agreement shall be deemed to be terminated.

Termination of Escrow Agreement. Duration (a) Subject to the provisions of Section 6(a), the escrow created pursuant to this Agreement shall terminate upon the earlier to occur of: (i) the second anniversary of the Closing Date; and (ii) the distribution of all of the Escrow Funds by the Escrow Agent pursuant to this Agreement This (the earliest to occur of (i) and (ii) above being hereinafter referred to as the "Escrow Expiration Date"); provided, however, that if there are any unresolved or unsettled claims pursuant to Section 2(a) or 3 of this Agreement outstanding on the last day of the foregoing 2 year period, this Agreement will not terminate until the resolution of all such claims. (b) As soon as practicable after the Escrow Expiration Date, the Escrow Agent shall promptly deliver to the Stockholder out of the Claims Amount Escrow Fund the excess, if any, of the total amount remaining in the Escrow Funds over the sum of all amounts under unresolved or unsettled claims then outstanding, and the Escrow Agent shall continue to retain in the Claims Amount Escrow Fund all such amounts under unresolved or unsettled Claims then outstanding, subject to the terms of this Escrow Agreement until resolution of such claims. Payments from the Claims Amount Escrow Fund to the Stockholder pursuant to the first sentence of this Section 8(b) shall remain be made in full force and effect till accordance with the Stockholder's written directions to the Escrow Agent. (c) The occurrence of the Escrow Expiration Date, the termination of the Station Facility Management Agreement, either due to escrow and the expiry distribution of all of the Term Escrow Funds shall not terminate this Agreement or otherwise, and the amount available in the Escrow Account has been fully paid in accordance with this Escrow Agreement and till all the indemnification obligations of the Facility Manager to IRSDC have been fully discharged pursuant Surviving Corporation and the Stockholder hereunder, which obligations shall continue, with respect to the Station Facility Management Agreement, unless terminated earlier by consent representations and warranties for the survival periods set forth in Section 14.1 of all the Parties or otherwise in accordance with the provisions of this Escrow Agreement. The Facility Manager may, by not less than 45 (forty five) days prior notice to the Escrow Bank and IRSDC, terminate this Escrow Agreement and appoint a new Escrow Bank, provided that the new Escrow Bank is acceptable to IRSDC and arrangements are made satisfactory to IRSDC for transfer of amounts deposited in the Escrow Account to a new Escrow Account established with the successor Escrow Bank. The termination of this Escrow Agreement shall take effect only upon coming into force of an Escrow Agreement with the substitute Escrow Bank. Closure of Escrow Account The Escrow Bank shall, at the request of IRSDC and the Facility Manager made on or after the payment by the Facility Manager of all outstanding amounts under the Station Facility Management Agreement, including the payments specified in Article 4.4 of this Escrow Merger Agreement, and upon confirmation of receipt of such payments, close otherwise until ninety (90) days after the Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to the Facility Manager. Upon closure expiration of the Escrow Account hereunder, the Escrow Agreement shall applicable limitations period for any claim for which indemnification may be deemed to be terminatedsought under this Agreement.

Termination of Escrow Agreement. Duration (a) This Agreement shall terminate upon the earlier to occur of; (i) the date which is thirty days after the Company's audit of the year ended December 31, 1996 is completed (the "Scheduled Expiration Date") (or at the time of the final resolution of any unresolved or unsettled Claims then outstanding); and (ii) the distribution of all of the Escrowed Funds by the Escrow Agent pursuant to this Agreement (the earliest to occur of (i) and (ii) above being hereinafter referred to as the "Escrow Expiration Date"); provided, however, that if there are any unresolved or unsettled Claims then outstanding on the Scheduled Expiration Date this Agreement will not terminate until the resolution of all such Claims. (b) As soon as practicable after the Escrow Expiration Date, the Escrow Agent shall promptly deliver to the Shareholders out of the Escrow Agreement This Escrow Agreement shall remain in full force and effect till Fund the termination excess, if any, of the Station Facility Management Agreement, either due to total amount remaining in the expiry Escrowed Funds over the sum of the Term all amounts under unresolved or otherwiseunsettled Claims then outstanding, and the amount available Escrow Agent shall continue to retain in the Escrow Account has been fully paid Fund all such amounts under unresolved or unsettled Claims then outstanding, subject to the terms of this Agreement until resolution of such Claims. Payments from the Escrow Fund to the Shareholders shall be made among the Shareholders in accordance with this Escrow Agreement and till all the obligations of the Facility Manager to IRSDC have been fully discharged pursuant to the Station Facility Management Agreement, unless terminated earlier by consent of all the Parties or otherwise in accordance with the provisions of this Escrow Agreement. The Facility Manager may, by not less than 45 (forty five) days prior notice to the Escrow Bank and IRSDC, terminate this Escrow Agreement and appoint a new Escrow Bank, provided that the new Escrow Bank is acceptable to IRSDC and arrangements are made satisfactory to IRSDC for transfer of amounts deposited in the Escrow Account to a new Escrow Account established with the successor Escrow Bank. The termination of this Escrow Agreement shall take effect only upon coming into force of an Escrow Agreement with the substitute Escrow Bank. Closure of Escrow Account The Escrow Bank shall, at the request of IRSDC and the Facility Manager made on or after the payment by the Facility Manager of all outstanding amounts under the Station Facility Management Agreement, including the payments specified in Article 4.4 of this Escrow Agreement, and upon confirmation of receipt of such payments, close the Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to the Facility Manager. Upon closure of the Escrow Account hereunder, the Escrow Agreement shall be deemed to be terminatedExhibit A hereto.

Termination of Escrow Agreement. Duration (a) This Agreement shall terminate upon the earlier to occur of: (i) the second anniversary of the Closing Date; and (ii) the distribution of all of the Escrow Funds by the Escrow Agent pursuant to this Agreement This (the earliest to occur of (i) and (ii) above being hereinafter referred to as the "Escrow Agreement shall remain in full force and effect till the termination Expiration Date"); provided, however, that if there are any unresolved or unsettled claims pursuant to Sections 3.1 or 3.2 of the Station Facility Management AgreementMerger Agreement and/or Section 2 of this Agreement outstanding on the last day of the foregoing two (2) year period, either due this Agreement will not terminate until the resolution of all such Claims; and provided further that the indemnification provisions of Sections 2(b)(ii) and 2(b)(iii) hereof shall survive for so long as the Company has any obligation to the expiry Stockholders, whether fixed or contingent, in respect of the Term Atlas Adjustment. (b) As soon as practicable after the Escrow Expiration Date, the Escrow Agent shall promptly deliver to the Stockholders out of the Escrow Account the excess, if any, of the total amount remaining in the Escrow Funds over the sum of all amounts under unresolved or otherwiseunsettled Claims then outstanding, and the amount available Escrow Agent shall continue to retain in the Escrow Account has been fully paid in accordance with Funds all such amounts under unresolved or unsettled Claims then outstanding, subject to the terms of this Escrow Agreement and till all until resolution of such Claims. Payments from the obligations of the Facility Manager to IRSDC have been fully discharged pursuant Escrow Funds to the Station Facility Management Agreement, unless terminated earlier by consent of all Stockholders shall be made to the Parties or otherwise Stockholders in accordance with the provisions of this Escrow Agreement. The Facility Manager may, by not less than 45 (forty five) days prior notice to the Escrow Bank and IRSDC, terminate this Escrow Agreement and appoint a new Escrow Bank, provided that the new Escrow Bank is acceptable to IRSDC and arrangements are made satisfactory to IRSDC for transfer of amounts deposited in the Escrow Account to a new Escrow Account established with the successor Escrow Bank. The termination of this Escrow Agreement shall take effect only upon coming into force of an Escrow Agreement with the substitute Escrow Bank. Closure of Escrow Account The Escrow Bank shall, at the request of IRSDC and the Facility Manager made escrow percentages listed on or after the payment by the Facility Manager of all outstanding amounts under the Station Facility Management Agreement, including the payments specified in Article 4.4 of this Escrow Agreement, and upon confirmation of receipt of such payments, close the Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to the Facility Manager. Upon closure of the Escrow Account hereunder, the Escrow Agreement shall be deemed to be terminatedEXHIBIT A hereto.