Termination of Escrow Period Sample Clauses

Termination of Escrow Period. Within five (5) business days following the Termination Date, the Escrow Agent shall deliver to the Former Target Stockholders (other than the Strategic Investors holding Class B Common Stock) all of the Escrow Shares in the Escrow Fund in excess of any amount of such Escrow Shares reasonably necessary to satisfy any unsatisfied or disputed claims for Damages specified in any Officer's Certificate delivered to the Escrow Agent on or before the Termination Date and any unsatisfied or disputed claims by the Stockholder's Agent under Section 8.9. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Former Target Stockholders (other than the Strategic Investors holding Class B Common Stock) all Escrow Shares remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Former Target Stockholders (other than the Strategic Investors holding Class B Common Stock) pursuant to this section shall be made in proportion to the allocation set forth in Section 8.3.
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Termination of Escrow Period. Subject to the following provisions, the ---------------------------- Indemnification Fund shall be in existence from the Closing and shall terminate --------------- at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Closing through and including the Expiration Date is referred to herein as the "Indemnification Period"); and all shares of Parent Common Stock remaining in ---------------- the Indemnification Fund shall be transferred to a new segregated fund called --------------- the "Post Indemnification Fund" to be distributed in accordance with Section 7.6 --------------- upon acceptance of the Put Option II Offer and/or the Call Option Offer specified in Articles 7 and 8; provided, however, that the Indemnification --------------- Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Parent or Newco, subject to the objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 6.2(g), to satisfy any unsatisfied claims under this Article VI concerning facts and circumstances existing prior to the termination of such Indemnification Period which claims are specified in any Officer's --------------- Certificate delivered to the Escrow Agent in accordance with paragraph (e) below prior to termination of such Indemnification Period. As soon as all such claims, if any, have been resolved, the Escrow Agent shall transfer the remaining portion of the Indemnification Fund not required to satisfy such claims to the --------------- Post Indemnification Fund. ---------------
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Termination of Escrow Period. At the termination of the Initial Escrow Period, the Buyer and Seller shall notify the Escrow Agent of any amounts pending or in dispute, and direct the Escrow Agent to retain the number of Initial Escrow Shares necessary to cover such pending or disputed amounts. At the termination of the Secondary Escrow Period, the Buyer and all Seller Shareholders shall notify the Escrow Agent of any amounts pending or in dispute, and direct the Escrow Agent to retain the number of Secondary Escrow Shares necessary to cover such pending or disputed amounts Such notices shall also direct the Escrow Agent to release to the Seller or the Seller Shareholders, as the case may be, all Initial Escrow Shares or Secondary Escrow Shares not subject to such pending or disputed amounts and must be signed by the Buyer and the Seller or all Seller Shareholder. Any Claim with respect to any such pending or disputed amounts shall be addressed and resolved pursuant to the procedures set forth in this Section 9.5.
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Termination of Escrow Period. Subject to the following requirements, the Escrow Fund will be in existence immediately following the Closing Date and will terminate at 5:00 p.m., New York time, on the earlier of the date 12 months from the Closing Date or the date the full amount of the Escrow Fund has been disbursed pursuant to SECTION 9.09(d) below (the "Escrow Period"); PROVIDED, THAT, the Escrow Period will not terminate with respect to such amount (or some portion thereof) if in the reasonable judgment of Parent or Buyer, subject to the objection of Seller and the subsequent arbitration of the matter as provided in SECTION 9.09(f), such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any and all Adjustment and/or Loss claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period, or if there exists an ongoing arbitration proceeding between Parent and Buyer and Seller with respect to which party is entitled to the funds in the Escrow Fund in the manner provided in SECTION 9.09(f) hereof. As soon as all such Adjustment and/or Loss claims have been resolved, the Escrow Agent will deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such Adjustment and/or Loss claims.
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Termination of Escrow Period. Unless earlier terminated by the provisions of this Escrow Agreement, the Escrow Period will terminate on the date set forth in Section 4(a)(ii)(III) of this Schedule A, subject to pending claims.
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Termination of Escrow Period. The Escrow Period shall ---------------------------- automatically expire and terminate upon the earlier to occur of (i) the expiration or termination of the Merger Agreement for any reason, (ii) the consummation of the Merger, or (iii) either of the events described in Section 5.2(a) or Section 5.2(b). In any of these events, on or before the Closing Date the Escrow Agent shall effect the Exchange or Reversion, as applicable, in accordance with this Article 5.
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Related to Termination of Escrow Period

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Escrow Period; Distribution upon Termination of Escrow Periods Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

  • Resignation of Escrow Agent Escrow Agent may resign or be removed, at any time, for any reason, by written notice of its resignation or removal to the proper parties at their respective addresses as set forth herein, at least 60 days before the date specified for such resignation or removal to take effect; upon the effective date of such resignation or removal:

  • Release of Escrow Shares The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ---- any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "Release Notice") setting forth the number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

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