Escrow Period; Release upon Termination of Escrow Period Sample Clauses

Escrow Period; Release upon Termination of Escrow Period. Subject to the following requirements and subject to the early release provisions set forth in Section 7.5(c) below, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m. (California time) on the date that is 10 days after the 18-month anniversary of the Effective Time (the “Escrow Period”), and the Escrow Agent shall release the remaining amounts in the Escrow Fund, if any, to the Indemnifying Parties in proportion to their respective Pro Rata Portions following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Securityholders’ Representative (or the Indemnifying Party(s) in the event that indemnification is being sought hereunder directly from such Indemnifying Party(s)) prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date, and any such amount shall not be released to the Indemnifying Parties at such time and shall continue to be held by the Escrow Agent. As soon as all such Unresolved Claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims.
Sample 1
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Escrow Period; Release upon Termination of Escrow Period. 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., local time at Parent’s corporate headquarters in North Carolina, on the date fifteen (15) days after the Survival Date (the “Escrow Period”). At such time as the Final Working Capital Balance and the Final Excess Closing Company Debt are determined and the purchase price adjustment (if any) pursuant to Section 1.17 hereof is made (the “Initial Escrow Release Date”), the Escrow Agent shall release that number of Escrow Shares such that the number of Escrow Shares remaining in escrow shall not exceed 920,000 shares of Parent Common Stock plus the amount of Escrow Shares at Market Value necessary to satisfy in full any purchase price adjustment (if any) pursuant to Section 1.17 hereof and the amount of Escrow Shares at Current Market Value necessary to satisfy in full any other claims represented by any pending Officer’s Certificate(s). Thereafter, on the date that is the later of the Initial Escrow Release Date or the date that is 90 days after the Effective Time, the Escrow Agent shall release that number of Escrow Shares such that the number of Escrow Shares remaining in escrow shall not exceed 690,000 shares plus the amount of Escrow Shares at Current Market Value necessary to satisfy in full any claims represented by any pending Officer’s Certificate. Thereafter, on the date that is 180 days following the Effective Time, the Escrow Agent shall release that number of Escrow Shares such that the number of Escrow Shares remaining in escrow shall not exceed 460,000 shares plus the amount of Escrow Shares at Current Market Value necessary to satisfy in full any claims represented by any pending Officer’s Certificate. Thereafter, on the date that is 270 days following the Effective Time, the Escrow Agent shall release that number of Escrow Shares such that the number of Escrow Shares remaining in escrow shall not exceed 230,000 shares plus the amount of Escrow Shares at Current Market Value necessary to satisfy in full any claims represented by any pending Officer’s Certificate. At the conclusion of the Escrow Period, the Escrow Agent shall release the remaining shares in the Escrow Fund to the Principal Shareholders in proportion to their respective Pro Rata Portions following such termination except as set forth below; provided, however, that the Escrow Fund shall not terminate with respect to any amount in r...
Sample 1
Escrow Period; Release upon Termination of Escrow Period. 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., Eastern Time, on the date fifteen (15) days after the Survival Date (the “Escrow Period”). At the conclusion of the Escrow Period, Parent and Stockholders Representative shall deliver to the Escrow Agent joint written instructions (“Joint Instructions”), signed by Parent and Stockholders Representative directing the Escrow Agent to release the shares in the Escrow Fund to the Stockholders in proportion to their respective Pro Rata Portions following such termination except as set forth below, provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) made prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date, and any such shares shall not be released to the Stockholders at such time. Escrow Shares shall be released from the Escrow Fund only upon (i) Joint Instructions or (ii) a Final Decision, in each case specifying number of Escrow Shares to release to Parent or the Stockholders (which shall be allocated to each Stockholder in accordance with his Pro Rata Portion), as applicable, the Escrow Agent shall disburse the Escrow Shares from the Escrow Fund as provided in the Joint Instructions or Final Decision, as the case may be. For purposes of clarification, the number of Escrow Shares to be released to Parent in connection with Losses for which any Indemnified Parties are entitled to indemnification pursuant to this Article VI shall be determined based on their Current Market Value.
Sample 1

Related to Escrow Period; Release upon Termination of Escrow Period

  • 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.

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • 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.

  • 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.

  • Escrow Period The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following:

  • 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.

  • Forfeiture Upon Termination as a Service Provider Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • 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.

  • Payment Upon Termination Termination of this Agreement shall not affect the right of the Adviser to receive payment on any unpaid balance of the compensation described in Section 2 earned prior to such termination.

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