Common use of Escrow Termination Clause in Contracts

Escrow Termination. On the Escrow Termination Date, Buyer shall promptly, and in any event no later than three (3) Business Days after the Escrow Termination Date, instruct the Escrow Agent to pay over to the Company the remaining amount of the Escrow Amount, less any Unresolved Escrow Claims. The Escrow Agreement shall not be terminated with respect to timely noticed Escrow Claims by Buyer, if any, which remain unresolved at the Escrow Termination Date (“Unresolved Escrow Claims”). In the event that any Unresolved Escrow Claims remain disputed on and after the Escrow Termination Date, the Escrow Agent shall retain the disputed amount of the Unresolved Escrow Claim until such Unresolved Escrow Claim is either (i) resolved by Buyer, the Company and the Company Shareholders and joint written instructions are delivered to the Escrow Agent, or (ii) there is an order of a court of competent jurisdiction that the amount of the Unresolved Escrow Claim (and any other amount) shall be paid by from the Escrow Amount to the Company, the Company Shareholders or Buyer. At the time of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the Escrow Amount Buyer’s portion of the Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company or the Company Shareholders, as the case may be, the balance of the Escrow Amount until the Escrow Amount is exhausted.

Escrow Termination. On (a) If the Merger fails to close on the Closing Date, the BioTime and LifeMap shall notify the Escrow Agent of such failure, and this Escrow Agreement shall terminate upon Escrow Agent’s receipt of such notice. (b) If the Merger is consummated on the Closing Date, Escrow shall terminate on the later of (i) the expiration of 180 days following the Closing Date (the “Escrow Termination Date”); and (ii) the date on which all Escrow Claims have been resolved or terminated in accordance with the provisions of the Merger Agreement. An Escrow Claim shall not be deemed to have been resolved until (A) the Representative, Buyer shall promptlyBioTime, and in any event no later than three (3) Business Days after the Escrow Termination Date, instruct LifeMap have notified the Escrow Agent to pay over to the Company the remaining amount of in writing that the Escrow AmountClaim has been resolved, less or (B) the Escrow Claim has been resolved by a final court judgment or arbitration award. (c) Notwithstanding paragraphs (a) and (b) of this Section, Escrow shall terminate upon the disbursement of all Escrow Securities and any Unresolved Escrow Claims. The cash held in Escrow. (d) Upon the termination of Escrow, this Escrow Agreement shall not be terminated with respect to timely noticed Escrow Claims by Buyer, if any, which remain unresolved at the Escrow Termination Date (“Unresolved Escrow Claims”). In the event that any Unresolved Escrow Claims remain disputed on of no further force and after the Escrow Termination Date, the Escrow Agent shall retain the disputed amount of the Unresolved Escrow Claim until such Unresolved Escrow Claim is either (i) resolved by Buyer, the Company and the Company Shareholders and joint written instructions are delivered to the Escrow Agent, or (ii) there is an order of a court of competent jurisdiction effect except that the amount provisions of the Unresolved Escrow Claim Sections 3.1 (Indemnification) and any other amount3.2 (Limitation of Liability) hereof shall be paid by from the Escrow Amount to the Company, the Company Shareholders or Buyer. At the time of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the Escrow Amount Buyer’s portion of the Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company or the Company Shareholders, as the case may be, the balance of the Escrow Amount until the Escrow Amount is exhaustedsurvive termination.

Escrow Termination. On (a) If the Purchase fails to close on the Closing Date, the Purchaser shall notify the Escrow Holder of such failure, and the Escrow shall terminate upon Escrow Agent’s receipt of such notice. (b) If the Purchase is consummated on the Closing Date, Escrow shall terminate on the later of (i) the expiration of 180 days following the Closing Date (the “Escrow Termination Date”); and (ii) the date on which all Escrow Claims have been resolved or terminated in accordance with the provisions of Section 1.5 of the Purchase Agreement. An Escrow Claim shall not be deemed to have been resolved until (A) the Parties have both notified the Escrow Holder in writing that the Escrow Claim has been resolved, Buyer or (B) the Escrow Claim has been resolved by a final court judgment or arbitration award Provided Always that an Escrow Claim that is not the subject of pending litigation or arbitration, or that does not pertain to an unresolved claim by a third party, shall promptly, lapse unless the Purchaser commences arbitration or other legal proceedings in accordance with Section 7.4 of Purchase Agreement (and in any event no later than the case of an Escrow Claim against either or both of the BioOne Principal Vendors, by arbitration or legal proceedings being both issued and served) in respect of such Escrow Claim within three (3) Business Days months after the Escrow Termination DateDate failing which such Escrow Claim shall be deemed to have terminated at the expiration of such three month period. (c) Notwithstanding paragraphs (a) and (b) of this Section, instruct Escrow shall terminate upon the disbursement of all Escrow Agent to pay over to the Company the remaining amount Shares in satisfaction or partial satisfaction of the Escrow Amount, less any Unresolved one or more Escrow Claims. The . (d) Upon the termination of Escrow, this Escrow Agreement shall not be terminated with respect to timely noticed Escrow Claims by Buyer, if any, which remain unresolved at the Escrow Termination Date (“Unresolved Escrow Claims”). In the event that any Unresolved Escrow Claims remain disputed on of no further force and after the Escrow Termination Date, the Escrow Agent shall retain the disputed amount of the Unresolved Escrow Claim until such Unresolved Escrow Claim is either (i) resolved by Buyer, the Company and the Company Shareholders and joint written instructions are delivered to the Escrow Agent, or (ii) there is an order of a court of competent jurisdiction effect except that the amount provisions of the Unresolved Escrow Claim Sections 3.1 (Indemnification) and any other amount3.2 (Limitation of Liability) hereof shall be paid by from the Escrow Amount to the Company, the Company Shareholders or Buyer. At the time of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the Escrow Amount Buyer’s portion of the Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company or the Company Shareholders, as the case may be, the balance of the Escrow Amount until the Escrow Amount is exhaustedsurvive termination.

Escrow Termination. On a. Upon receipt by the Escrow Termination DateHolder of written notice from Buyer (countersigned by Seller) of (i) the consummation of the sale of all or substantially all of the assets of Big Seven in accordance with the Settlement Agreement; (ii) the consummation of a business combination of Big Seven and another Person (irrespective of whether Big Seven is the surviving entity) in accordance with the Settlement Agreement; or (iii) the dissolution, Buyer shall promptlyliquidation, and in any event no later than three cessation of operations or abandonment of the assets of Big Seven within one year of the date of the Settlement Agreement; (3) Business Days after collectively, the "Distribution Notice"), the Escrow Termination Date, instruct Holder shall turn over the BDE Escrow Agent Amount to pay over Seller and the M. Toibb Escrow Amount to the Company the remaining amount of the Escrow Amount, less any Unresolved Escrow Claims. The Buyer and this Escrow Agreement shall not be terminated with respect to timely noticed Escrow Claims by Buyer, if any, which remain unresolved at the Escrow Termination Date (“Unresolved Escrow Claims”). ▇▇▇▇▇▇▇▇e. b. In the event that any Unresolved Escrow Claims remain disputed on and after the Escrow Termination DateHolder has not received a Distribution Notice from Seller by the close of business in Los Angeles, California on the date which is one year from the date of the Settlement Agreement, the Escrow Agent shall retain Holder, without the disputed amount need for any further instruction by the parties, and without fail (irrespective of any instructions to the contrary by either of the Unresolved Escrow Claim until such Unresolved Escrow Claim is either (i) resolved by Buyer, the Company and the Company Shareholders and joint written instructions are delivered to the Escrow Agent, or (ii) there is parties(other than an order of a court of competent jurisdiction that the amount of the Unresolved Escrow Claim (and any other amountinstruction in accordance with subparagraph c. below) shall be paid by from turn over the BDE Escrow Amount to the Company, the Company Shareholders or Seller and this M. Toibb Escrow Amount to Buyer. At After such distributions, this Escr▇▇ ▇▇▇▇▇ment shall terminate c. This Escrow Agreement shall terminate upon the time receipt by the Escrow Holder of written instructions jointly executed by Buyer and Seller, which directs termination of this Escrow Agreement, or directs the disposition of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the BDE Escrow Amount Buyer’s portion of and the M. Toibb. After any such distributions, this Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company or the Company Shareholders, as the case may be, the balance of the Escrow Amount until the Escrow Amount is exhaustedAgreement sh▇▇▇ ▇▇▇▇▇nate.