EXTENSION OF ESCROW Sample Clauses

EXTENSION OF ESCROW. Notwithstanding Section 12.4(b), to the extent Conceptus has made a claim which has not been resolved in accordance with Section 12.7 below on or before the Escrow Expiration Date, the Escrow Agent shall withhold the issuance of and maintain in the Escrow Fund such number of Escrow Shares as instructed in writing by Conceptus and the Representatives and upon resolution of such claim such withheld Escrow Shares, after giving effect to any appropriate further reduction under Section 12.7(b), shall be transferred by the Escrow Agent into the respective names of the Microgyn Shareholders and the Escrow Fund shall terminate.
Sample 1
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EXTENSION OF ESCROW. Buyer shall have two options to extend the Close of Escrow for an additional ninety (90) days. Each option shall require a $20,000 non- refundable extension deposit that will not be applied to the purchase price. The City Manager may extend escrow up to an additional fourteen (l 4) days in the City's sole discretion.
Sample 1
EXTENSION OF ESCROW. Notwithstanding Section 10.3(a), to the extent iGo has made a claim which is being disputed by the Indemnifying Parties in accordance with Section 10.5(c) below on the Escrow Expiration Date, the Custodian shall withhold the issuance of and maintain in the Escrow Fund such number of Escrow Shares as is reasonably necessary in the opinion of the Custodian to satisfy such claim and upon resolution of such claim such withheld Escrow Shares, after giving effect to any appropriate further reduction under Section 10.2, shall be transferred by the Custodian to Xtend or the Xtend Shareholders, as applicable. The period during which any escrow of Escrow Shares existed under this Agreement is referred to herein as the "ESCROW PERIOD." Upon expiration of the Escrow Period, the Escrow Fund shall terminate and the Custodian shall deliver to each Indemnifying Party its pro rata portion of the Escrow Shares remaining in the Escrow Fund.
Sample 1
EXTENSION OF ESCROW. Notwithstanding Section 10.4(a), to the extent iGo has made a claim which is being disputed by the Indemnifying ARI Shareholders in accordance with Section 10.7 below on the Escrow Expiration Date, the Escrow Agent shall withhold the issuance of and maintain in the Escrow Fund such number of Escrow Shares as is reasonably necessary in the opinion of the Escrow Agent to satisfy such claim and upon resolution of such claim such withheld Escrow Shares, after giving effect to any appropriate further reduction under Section 10.2, shall be transferred by the Escrow Agent into the respective names of the Indemnifying ARI Shareholders. The period during which any escrow of Escrow Shares existed under this Agreement is referred to herein as the "ESCROW PERIOD." Upon expiration of the Escrow Period, the Escrow Fund shall terminate and the Escrow Agent shall deliver to each Indemnifying ARI Shareholder his pro rata portion of the Escrow Shares remaining in the Escrow Fund based upon the relative holdings of ARI Common Stock by the Indemnifying ARI Shareholders immediately prior to the Closing.
Sample 1

Related to EXTENSION OF ESCROW

  • 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.

  • Term of Escrow Unless otherwise provided in this Escrow Agreement, final termination of this Escrow Agreement shall occur on the date that (a) all funds held in the Escrow Account are distributed either to the Company or to Subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account, (b) all funds held in the Escrow Account are distributed to a successor escrow agent upon written instructions from the Company or (c) the Escrow Agent receives written notice from the Company or the Dealer Manager that the Company terminated the Offering. After the termination of this Escrow Agreement, the Company and the Dealer Manager shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective Subscribers.

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • Compensation of Escrow Agent Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit B, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for Escrow Agent's services as contemplated by this Make Good Agreement; provided, however, that in the event that Escrow Agent renders any material service not contemplated in this Make Good Agreement, or there is any assignment of interest in the subject matter of this Make Good Agreement, or any material modification hereof, or if any material controversy arises hereunder, or Escrow Agent is made a party to any litigation pertaining to this Make Good Agreement, or the subject matter hereof, then Escrow Agent shall be reasonably compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. Prior to incurring any costs and/or expenses in connection with the foregoing sentence, Escrow Agent shall be required to provide written notice to the Company of such costs and/or expenses and the relevancy thereof and Escrow Agent shall not be permitted to incur any such costs and/or expenses which are not related to litigation prior to receiving written approval from the Company, which approval shall not be unreasonably withheld.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

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