Escrow Release Date Clause Samples
The Escrow Release Date clause defines the specific date or conditions under which funds or assets held in escrow will be released to the appropriate party. Typically, this clause outlines the requirements that must be met—such as the completion of certain contractual obligations, delivery of goods, or passage of a set period—before the escrow agent is authorized to disburse the escrowed funds. By clearly establishing when and how the release occurs, this clause ensures both parties understand the process and timing, thereby reducing disputes and providing security for the transaction.
Escrow Release Date. (i) The L/C Issuers, the Term A Lenders and the Revolving Lenders shall not be obligated to make their respective Credit Extensions on the Escrow Release Date, (ii) the Borrower agrees that it shall not direct the Escrow Agent to release the Escrow Account Funds and (iii) the Escrow Release Date shall not occur, until:
(a) subject in all respects to the final paragraph of this Section 3.3 and the relevant provisions of Section 6.24, the Administrative Agent shall have received each of the following, each of which shall be originals or facsimiles (or delivered by other electronic transmission, including pdf) unless otherwise specified:
(i) copies of the certificate of formation, certificate of incorporation, certificate of organization, operating agreement, articles of incorporation, memorandum and articles of association and bylaws, as applicable (or comparable organizational documents) of each Loan Party and any amendments thereto, certified in each instance by its Director, Secretary, Assistant Secretary or Chief Financial Officer and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ii) copies of resolutions of the board of directors, manager or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified as of the Escrow Release Date in each instance by its Director, Secretary, Assistant Secretary or Chief Financial Officer as being in full force and effect without modification or amendment;
(iii) copies of the certificates of good standing (if available) for each Loan Party from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable;
(iv) the results of a recent Lien search with respect to each Grantor to the extent customary in the applicable jurisdiction and reasonably requested by the Administrative Agent with respect to the Grantors;
(A) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties and (B) favorable written opinions (addressed to the Administrative Agent and the Lenders) of each of Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇, LLP, local counsel t...
Escrow Release Date. Qualifying Subscriptions" as used herein shall ------------------- mean all subscriptions that have been received and accepted by the Corporation. If, at any time prior to the termination of the Escrow Period, the Corporation has received Qualifying Subscriptions for at least $7,000,000, then the Corporation shall notify the Escrow Agent and by instructions (which may accompany such notice or be provided subsequently) given at least one (1) business day in advance of the date on which the Corporation intends to obtain a release of funds from the Escrow Account (the "Escrow Release Date"), shall specify the Escrow Release Date (which must be not more than ten (10) days after the termination of the Escrow Period), the amount of Qualifying Subscriptions accepted by the Corporation as of the Escrow Release Date and the identity of the subscribers whose subscriptions have been accepted as of the Escrow Release Date (the "Escrow Closing Notice"). On the Escrow Release Date, the Escrow Agent, upon receipt of a certificate from the Corporation certifying that the Corporation has accepted Qualifying Subscriptions for at least $7,000,000, shall pay to the Corporation the amount specified in the Escrow Closing Notice, and shall additionally pay to the Corporation the interest earned on such amount. The Escrow Agent shall pay the Corporation in the form of the Escrow Agent's check or a wire transfer directly to a non-escrow deposit account (the "Deposit Account") established by the Corporation at the Escrow Agent.
Escrow Release Date. On the date one day after the date that is twenty-four (24) months following the Closing Date (such date, the “Escrow Release Date”), the Escrow Agent shall disburse to the Seller the amounts remaining in the Escrow Account, including any interest earned on the Escrow Amount, subject to any claim notice pursuant to Section 10.4 delivered to the Seller prior to 5:00 P.M. Eastern Standard Time on the Escrow Release Date (and any subsequent resolution of any disputes as provided in Section 10).
Escrow Release Date. The "Final Escrow Release Date" shall be July 31, 2011. The Final Escrow Release Date may be extended or shortened by a notice signed by Licensees Representatives and Clearwire and delivered to Escrow Agent in accordance with Section 4.1 hereof.
Escrow Release Date. The Escrow Funds shall be released from escrow and applied by the Escrow Agent in accordance with the Escrow Agreement upon the occurrence of the “Second Merger Effective Time” (as defined in the Acquisition Agreement) pursuant to the Articles of Second Merger (as defined in the Acquisition Agreement).
Escrow Release Date. As promptly as possible following ------------------- the Escrow Release Date, but in no event later than five (5) Business Days following the Escrow Release Date, NII and the Shareholder shall deliver to the Escrow Agent a Release Certificate providing delivery instructions to be followed by the Escrow Agent in paying out or retaining the Escrow Fund, as the case may be, as follows: (i) withhold funds in the Escrow Fund in sufficient amount, or to the extent funds are available therefor, to satisfy the maximum amount of Damages estimated by NII in the Release Certificate relating to any and all Claims pending as of the Escrow Release Date (which estimate shall be made in good faith by NII); and (ii) distribute any funds remaining after the allocations and distributions provided for in clause (i) to the Shareholder.
Escrow Release Date. Upon the redemption of the Existing Securitization Notes, the discharge of the Existing Securitization Indenture and the effectiveness of the Guarantor Charter Amendments on the Escrow Release Date, the representations and warranties that will be made by Holdings, DBI (as the Borrower) and its Subsidiaries contained in this
Escrow Release Date. On January 3, 2012 (the “Escrow Property Release Date”), the Escrow Agent shall release the Escrow Property to the Seller. The release of the Escrow Property to Seller on the Escrow Property Release Date shall constitute full and timely payment (1) by the Purchaser to the Seller of the Purchase Price in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets and the Participations Purchase Price in respect of the Participations to be purchased by the Purchaser pursuant to Sections 2.01(c) and (d) and (2) by the Seller in respect of the Transfer Fees in respect the Group 3 Assets and the Group 5 Assets. Notwithstanding the Escrow Property Release Date, the Parties acknowledge and agree that the sale of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets as described in the related ▇▇▇▇ of Sale and Assignment Agreement shall be effective as of the related Closing Date. In the event the related Closing Date in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8 Assets has not occurred on or prior to the Escrow Property Release Date due to the nonsatisfaction of a condition set forth in Section 2.08, the Seller and the Purchaser shall direct the Escrow Agent to release the applicable portion of the Escrow Property to the Purchaser on the Business Day following the Escrow Property Release Date.
Escrow Release Date. At the Escrow Release Date, the Escrow Agent shall deliver to each Seller the number of Micron Escrow Shares, and the cash and other assets (if any) held in the Indemnity Escrow Fund for the account of such Seller, such Seller is entitled to receive at the Escrow Release Date pursuant and subject to the terms of this Agreement and the Escrow Agreement, which delivery of Micron Escrow Shares will be by book entry transfer to an account designated by such Seller in writing to the Escrow Agent at least three (3) Business Days prior to the Escrow Release Date.
Escrow Release Date. The term "Escrow Release Date" shall mean ------------------- ------------------- the earlier of (i) the date on which the conditions set forth in both Section ------- 3(a) and Section 3(c) have been satisfied (as determined in good faith by the ---- ------------ Purchaser in its sole discretion), (ii) the date on which any of the conditions in Section 3 shall become incapable of being satisfied (as determined in good --------- faith by the Purchaser in its sole discretion) and (iii) May 16, 1997.