Escrow Release Conditions Sample Clauses

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Escrow Release Conditions. Any of the following events shall be deemed an “Escrow Release Condition” for purposes of this Services Agreement: (a) Tech fails to provide the PayMode Processing Services in all material respects for two (2) consecutive days; (b) Tech causes Bank to be in material violation of any law or regulation governing the financial services industry that affects or, in Bank’s reasonable judgment, may affect the delivery or performance of the PayMode Services; (c) in the event that Tech fails to provide the PayMode Processing Services in all material respects for a period of time longer than fourteen (14) days due to a force majeure event; and (d) all of the events giving Bank a right to terminate this Services Agreement in accordance with Section 15.2.
Escrow Release Conditions. Each of the Escrow Release Conditions --------------------------- shall have been satisfied.
Escrow Release Conditions. Amounts held in escrow, pursuant to the terms of the Escrow Agreement, will be released to Dyadic after delivery to Codexis of evidence in writing of:
Escrow Release Conditions. To the knowledge of the Corporation, no event has occurred which is reasonably likely to prevent the escrow release conditions in connection with the ▇▇▇▇▇ Subscription Receipts from being satisfied on or before the escrow release deadline relating to the Finco Subscription Receipts.
Escrow Release Conditions. The Obligations of the Agent to deliver a direction to the Escrow Agent directing it to release the Escrow Funding Date Advances to the applicable Escrow Recipient pursuant to the Escrow Agreement, and to cause such release to occur by no later than the first Business Day after the Closing Date shall, subject to Section 1.06, be subject solely to the prior or concurrent satisfaction (or waiver by the Lead Arrangers) of each of the following conditions precedent (and, upon such satisfaction or waiver, Agent agrees to immediately deliver said direction to the Escrow Agent): (a) The Escrow Funding Date shall have occurred. (b) [Reserved]. (c) The Lead Arrangers shall have received a certification by a Responsible Officer of the Borrower that the following conditions have been satisfied: (i) (x) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date and the Escrow Release Date and (y) the Specified Purchase Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; (ii) prior to or substantially concurrently with the release of funds from escrow pursuant to the Escrow Agreement on the Escrow Release Date, (A) the Equity Contribution (subject to any reduction that would be required pursuant to the proviso of this Section 3.02(c)(ii)) shall have been consummated, and (B) the other Closing Date Transactions shall have been consummated in all material respects accordance with the Purchase Agreement as in effect on May 29, 2025, after giving effect to any modifications, amendments, supplements, consents or waivers thereto, other than those modifications, amendments, supplements, consents or waivers by the Borrower that are materially adverse to the Lenders or the Lead Arrangers (in their capacities as such on the Closing Date) without the Lead Arrangers’ prior written consent (such consent not to be unreasonably conditioned, delayed or withheld), it being understood and agreed that any modification, amendment, supplement, consent or waiver to the Purchase Agreement resulting in (x) any increase in the Closing Cash Consideration paid to effectuate the Closing Date Transactions shall be deemed to be not materially adverse to the Lenders and the Lead Arrangers so long as such increase...
Escrow Release Conditions. To the knowledge of the Company, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.
Escrow Release Conditions. On or before 45 days from the Effective Date, Seller shall either (i) deliver to Escrow Agent (i) the fully executed written consent of the members and managers of 4280 Manager to Cuentas admission as a 6.0% interest holder in 4280 Manager in the form attached as Exhibit B (“4280 Consent”) or (ii) wire transfer in cleared funds into the trust account of Escrow Agent the Purchase Price of $1,195,195. Upon Seller’s compliance with its obligation under either (i) or (ii) immediately set forth above, Escrow Agent shall provide written notice to Seller and Buyer who shall confirm in writing to Escrow Agent their consent to Escrow Agent’s release of the ▇▇▇▇ Shares to Seller and release of the 6.0% Assigned Interest or the $1,195,195, as the case maybe, to Buyer. Seller’s satisfaction of its obligation under (i) or (ii) and Buyer and Seller’s written consent to Escrow Agent to release the escrow funds or interests shall be defined as the “Escrow Release Conditions.” Upon occurrence of the Escrow Release Conditions, Escrow Agent shall forthwith return to Seller, Seller’s assignment of the 6.0% Assigned Interest in the event Seller funds the $1,195,195 escrow deposit under (ii) above.
Escrow Release Conditions. The earlier of the following events to occur: 1. Escrow Release Condition 1
Escrow Release Conditions. In consideration of the Investor’s making the Commitment as outlined above, the parties herewith agree as follows:
Escrow Release Conditions. On or before the closing of the transactions contemplated by the Other Purchase Agreements, the Vendor and the Purchaser shall enter into an escrow agreement (the "Escrow Agreement") with the Escrow Agent, relating to the deposit of the Escrowed Amount with the Escrow Agent, and the terms of the release thereof from escrow. The Escrow Agreement shall provide that: (a) if the Vendor delivers a written notice (the "Shipment Confirmation") to the Escrow Agent and the Purchaser on or before April 30, 2005, confirming that some or all of the Purchased Inventory has been delivered to the HKSAR or a Logistics Park, forthwith after the Final Inventory Value is determined in accordance with Section 2.8, the Purchaser and the Vendor shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount in the manner set out in Section 2.11; and (b) if the Vendor does not deliver the Shipment Confirmation to the Escrow Agent and the Purchaser on or before April 30, 2005, the Vendor and the Purchaser shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount to the Purchaser.