Release Instructions definition
Examples of Release Instructions in a sentence
If neither Seller nor Purchaser delivers such a notice, the calculation of the Earnout Payment set forth in the Earnout Statement shall become final and for all purposes hereunder (other than for fraud or manifest error) at the end of such thirty (30) day period, and the Purchaser and Seller shall provide Release Instructions to the Escrow Agent in accordance with Section 3.3(d).
The Seller and the Purchaser will request that the Independent Expert’s determination be made within forty five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Purchaser and the Seller and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error), and the Purchaser and Seller shall provide Release Instructions to the Escrow Agent in accordance with Section 3.3(d)(ii).
Each of the ▇▇▇▇▇▇ Designees, LBHI and Seller, as applicable, shall have executed and delivered to the Escrow Agent the Consideration and Assumption Escrow Release Instructions and the Asset Document Escrow Release Instructions with respect to such Extension Closing.
The parties hereto agree that the individual amounts for each Contributing Holder of such remaining portion of such Escrow Property that shall be specified in the Final Escrow Release Instructions shall be determined and calculated by the Representative such that the amount so distributed to any Contributing Holder is equal to such Contributing Holder’s Pro Rata Share of such Escrow Property.
The Stockholder Representative shall provide with Parent Joint Release Instructions to the Escrow Agent to deliver from the Escrow Amount to Parent an amount equal to such owed payment hereunder.
If Release Instructions are not received by the Escrow Agent within two business days of the applicable anniversary date (the “Assumed Instruction Date”), the Escrow Agent is authorized to release the applicable amount of the Indemnification Escrow Fund to Sellers (by payment to the Sellers’ Representative) within 3 business days of the Assumed Instruction Date.
The Escrow Agent may rely on, and shall not be liable for following the Escrow Release Instructions set forth in Section 5 or any other instructions contained in any written notice, instruction or request furnished to it hereunder or pursuant hereto and reasonably believed by it to have been signed or presented by the proper Party or Parties.
If the Escrow Agent does not receive the Release Instructions until after a Scheduled Release Date has occurred, the Escrow Agent shall disburse from the Escrow Amount (within 3 Business Days after receipt of the Release Instructions) that number of Alpha Shares and Cash Deposit, if any, that would have been released on any prior Scheduled Release Date.
Following the First Escrow Distribution Date, upon resolution of any Pending Claim, the Escrow Agent shall, within two (2) Business Days after receiving Release Instructions release to the Representative for further distribution to the Stockholders from the Escrow Account such number of Escrow Shares equal to the portion of such Pending Claim resolved that is not required to pay the Losses pursuant to such Pending Claim.
A “Pending Claim” means any (A) claim asserted in good faith pursuant to a Claim Notice in accordance with this Agreement and the appropriate Acquisition Agreement by any Parent Indemnitee for indemnification for Losses that are pending before a court of competent jurisdiction or otherwise remains unresolved or (B) any portion of the Escrow Fund due and owing to Buyer or the other Parent Indemnitees pursuant to Release Instructions but not yet paid.