Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP (the "Escrow Agent") shall release the agreements, certificates, instruments, documents and other materials described in Sections 13.1 and 13.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement), the parties have completed their due diligence, the Audit and the Medicare audit have been completed, and each of Vision 21, the Physician and the Company shall have sent written notice to the Escrow Agent stating that the conditions to release of the escrowed documents have been satisfied or waived. In the event that all of Vision 21, the Physician and the Company have not notified the Escrow Agent in writing that they are satisfied with or have waived all of the conditions to the release of the escrowed documents, the Escrow Agent shall immediately return any consideration by Vision 21 held by it to Vision 21 and shall promptly destroy or return the foregoing materials to the parties sending such materials.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc)
Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP (the "Escrow Agent") shall release the agreements, certificates, instruments, documents and other materials described in Sections 13.1 12.1 and 13.2 12.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by 45 all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement), the parties have completed their due diligence, the Audit and the Medicare regulatory compliance audit have been completed, and each of Vision 21, the Physician Shareholder, the Practice and the Company shall have sent written notice to the Escrow Agent stating that the conditions to release of the escrowed documents have been satisfied or waived. In the event that all of Vision 21, the Physician Shareholder, the Practice and the Company have not notified the Escrow Agent in writing that they are satisfied with or have waived all of the conditions to the release of the escrowed documents, the Escrow Agent shall immediately return any consideration by Vision 21 held by it to Vision 21 and shall promptly destroy or return the foregoing materials to the parties sending such materials.
Appears in 1 contract
Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)
Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP (the "Escrow Agent") shall release the agreements, certificates, instruments, documents and other materials described in Sections 13.1 12.1 and 13.2 12.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement), the parties have completed their due diligence, the Audit and the Medicare regulatory compliance audit have been completed, and each of Vision 21, the Physician Subsidiary, the Shareholder and the Company shall have sent written notice to the Escrow Agent stating that the conditions to release of the escrowed documents have been satisfied or waived. In the event that all of Vision 21, the Physician Subsidiary, the Shareholder and the Company have not notified the Escrow Agent in writing that they are satisfied with or have waived all of the conditions to the release of the escrowed documents, the Escrow Agent shall immediately return any consideration by Vision 21 held by it to Vision 21 and shall promptly destroy or return the foregoing materials to the parties sending such materials.
Appears in 1 contract
Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc)