Common use of Escrow Procedure Clause in Contracts

Escrow Procedure. (a) If either the Buyer or the Seller is entitled in accordance with Sections 5.2 or Section 5.3 to any amount credited to the Escrow Account, the Escrow Agent shall, upon the joint instruction of the Buyer and the Seller, release the money to the Buyer or the Seller, respectively provided that, in the event that a claim under this Agreement has been Finally Determined, the Buyer and the Seller shall be obliged to sign the relevant instruction for the release from the Escrow Account. The Escrow Agent shall have no obligation to release any monies in respect of the Escrow Account other than in accordance with such written instructions and the terms of the Escrow Account Letter. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) For the avoidance of doubt (i) if a claim has not been Finally Determined by (aa) the Partial Escrow Release Date in respect of Claim Notices given on or before the Partial Escrow Release Date or (bb) the Full Escrow Release Date in respect of Claim Notices given on or before the Full Escrow Release Date, the Amount Claimed in respect of such claim shall be retained in the Escrow Account and not released until such claim has been Finally Determined; and (ii) nothing in this Section 5 shall prejudice the Buyer’s right and ability to make, and recover any amount in respect of, a claim at any time after the Partial Escrow Release Date or the Full Escrow Release Date.

Escrow Procedure. (a) If either EXAMPLE ONLY The Escrow Agent will hold the Buyer or Bid Deposit in a non-interest-bearing account and shall disperse the Seller is entitled same only in accordance with Sections 5.2 the terms and conditions of this Agreement. In the event of a termination of this Agreement or Section 5.3 to any amount credited a default under this Agreement, the Bid Deposit shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the “Demand”) upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent including Demands for the Deposit made by Buyer prior to the expiration of a permitted Feasibility Study Period. Escrow AccountAgent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and Escrow Agent has not received written objection to such demand within the five (5) business days following said party’s receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent shallis in doubt as to its duties or liabilities under the provisions of this Agreement, upon it may, in its sole discretion, continue to hold such funds until the joint instruction parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the Buyer parties hereto., or Escrow Agent may transfer such funds to another account within the Clerk of the Circuit Court of Highlands County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the SellerClerk as a result of such deposit, release Escrow Agent’s role as an escrow agent for the money purposes of this Agreement shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Buyer hereby agrees to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the Sellerperformance of its duties hereunder and including, respectively provided thatwithout limitation, in the event that a claim under any litigation arising from this Agreement has been Finally Determined, or involving the Buyer and the Seller shall be obliged to sign the relevant instruction for the release from the Escrow Account. The Escrow Agent shall have no obligation to release any monies in respect of the Escrow Account other than in accordance with such written instructions and the terms of the Escrow Account Letter. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedsubject matter hereof. (b) For the avoidance of doubt (i) if a claim has not been Finally Determined by (aa) the Partial Escrow Release Date in respect of Claim Notices given on or before the Partial Escrow Release Date or (bb) the Full Escrow Release Date in respect of Claim Notices given on or before the Full Escrow Release Date, the Amount Claimed in respect of such claim shall be retained in the Escrow Account and not released until such claim has been Finally Determined; and (ii) nothing in this Section 5 shall prejudice the Buyer’s right and ability to make, and recover any amount in respect of, a claim at any time after the Partial Escrow Release Date or the Full Escrow Release Date.

Escrow Procedure. (a) If either At any time and from time to time on or prior to the first (1st) anniversary of this Agreement (the “Escrow Release Date”), if any Buyer or the Seller is entitled Indemnitee makes a claim for indemnity pursuant to and in accordance with Sections 5.2 Section 7.03 (a “Claim”), the Buyer Indemnitee (or Section 5.3 to any amount credited Buyer on its behalf) shall deliver to the Escrow AccountAgent and Seller a written notice (an “Escrow Notice”) setting forth in reasonable detail the amount, nature and basis of the Claim by such Buyer Indemnitee. If the Escrow Agent has not received a written objection to such Claim or portion thereof or the amount of such Claim from Seller within ten (10) business days following the Escrow Agent’s and Seller’s receipt of such Escrow Notice, then on the eleventh (11th) day following such receipt, the Escrow Agent shall release, by wire transfer to an account or accounts designated by Buyer, an amount of Parent Common Stock of value equal to the amount of such Claim. (b) If Seller in good faith delivers to the Escrow Agent and Buyer a written objection (a “Dispute Notice”) to any Claim or portion thereof or the amount of such Claim within ten (10) days following both the Escrow Agent’s and Seller’s receipt of such Escrow Notice, then the Escrow Agent shall not distribute to Buyer any portion of the Parent Common Stock in the Escrow Account that is the subject of the Dispute Notice until the Escrow Agent receives either (A) joint written instructions signed by Seller and Buyer authorizing the release to Buyer of the portion of the Parent Common Stock in the Escrow Account that is agreed upon as the amount recoverable in respect of the Dispute Notice or (B) a final and non-appealable order of any court of competent jurisdiction directing the release to Buyer of the portion of the Parent Common Stock in the Escrow Account that is determined to be the amount recoverable in respect of the Dispute Notice; provided, that notwithstanding the foregoing, if Seller objects in part to the amount of the Claim, the Escrow Agent shall, upon after the joint instruction lapse of the aforementioned ten (10) day period, deliver to Buyer and the Seller, release the money to the Buyer or the Seller, respectively provided that, in the event that a claim under this Agreement has been Finally Determined, the Buyer and the Seller shall be obliged to sign the relevant instruction for the release an amount from the Escrow AccountFund equal to the portion of the Claim not objected to by Seller. The Upon receipt of such joint written instructions or such final and non-appealable order, as the case may be, the Escrow Agent shall have no obligation release to release any monies Buyer such amount of the Parent Common Stock in respect of the Escrow Account other than in accordance with such written instructions or final and the terms non-appealable order. (c) Within ten (10) business days of the Escrow Account LetterRelease Date (the "Distribution Date"), the Escrow Agent shall release to Sellers the remaining Parent Common Stock in the Escrow Account, less an amount required to satisfy all Unresolved Claims. ** Portions For purposes of this Agreement, the term "Unresolved Claims" shall mean, as of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) For the avoidance of doubt (i) if a claim has not been Finally Determined by (aa) the Partial Escrow Release Date in respect of Claim Notices given on or before the Partial Escrow Release Date or (bb) the Full Escrow Release Date in respect of Claim Notices given on or before the Full Escrow Release Date, the Amount Claimed aggregate amount of all Claims that are the subject of a Dispute Notice that have not previously been resolved or satisfied in respect accordance herewith or that were otherwise properly and timely asserted under this Agreement but otherwise unsatisfied as of such claim shall be retained in the Escrow Account and not released until such claim Release Date, including any Claims for which an Escrow Notice has been Finally Determined; and delivered but for which the ten (ii10) nothing in this Section 5 shall prejudice day objection period has not expired as of the Buyer’s right and ability to make, and recover any amount in respect of, a claim at any time after the Partial Escrow Release Date or the Full Escrow Release Date.

Escrow Procedure. (a) If either The Escrow Agent will hold the Buyer or Bid Deposit in a non-interest-bearing account and shall disperse the Seller is entitled same only in accordance with Sections 5.2 the terms and conditions of this Agreement. In the event of a termination of this Agreement or Section 5.3 to any amount credited a default under this Agreement, the Bid Deposit shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the “Demand”) upon Escrow Agent for possession of the Deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent including Demands for the Deposit made by Buyer prior to the expiration of a permitted Feasibility Study Period. Escrow AccountAgent shall not disburse the Deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and Escrow Agent has not received written objection to such demand within the five (5) business days following said party’s receipt of the copy of such Demand. If any dispute or difference arises between Buyer and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent shallis in doubt as to its duties or liabilities under the provisions of this Agreement, upon it may, in its sole discretion, continue to hold such funds until the joint instruction parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the Buyer parties hereto., or Escrow Agent may transfer such funds to another account within the Clerk of the Circuit Court of Highlands County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the SellerClerk as a result of such deposit, release Escrow Agent’s role as an escrow agent for the money purposes of this Agreement shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. Buyer hereby agrees to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including without limitation, costs of investigation and legal counsel fees which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the Sellerperformance of its duties hereunder and including, respectively provided thatwithout limitation, in the event that a claim under any litigation arising from this Agreement has been Finally Determined, or involving the Buyer and the Seller shall be obliged to sign the relevant instruction for the release from the Escrow Account. The Escrow Agent shall have no obligation to release any monies in respect of the Escrow Account other than in accordance with such written instructions and the terms of the Escrow Account Letter. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedsubject matter hereof. (b) For the avoidance of doubt (i) if a claim has not been Finally Determined by (aa) the Partial Escrow Release Date in respect of Claim Notices given on or before the Partial Escrow Release Date or (bb) the Full Escrow Release Date in respect of Claim Notices given on or before the Full Escrow Release Date, the Amount Claimed in respect of such claim shall be retained in the Escrow Account and not released until such claim has been Finally Determined; and (ii) nothing in this Section 5 shall prejudice the Buyer’s right and ability to make, and recover any amount in respect of, a claim at any time after the Partial Escrow Release Date or the Full Escrow Release Date.