Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds as follows:
Release of Escrowed Funds. If the Escrow Release Notice is delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3 hereof.
Release of Escrowed Funds. As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by the Corporation or Xxxx Holdings in administering the escrow) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by the Corporation or Xxxx Holdings in administering the escrow) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or Xxxx Holdings in an amount equal to the out-of-pocket expenses incurred by the Corporation or Xxxx Holdings in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation, Xxxx Holdings, or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.
Release of Escrowed Funds. Upon receiving satisfactory direction signed by Seller and Purchaser, that the said sums can be released from escrow, the Escrow Agent shall promptly disburse to the party entitled thereto pursuant to the joint instructions, less any deductions hereinafter authorized, including, but not limited to the amount of $ to be paid to Escrow Agent for their services which cost shall be split equally by the Seller and Purchaser.
Release of Escrowed Funds. Upon receipt of the Release Notice, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3(a) hereof. The Subscription Receipt Agent will release to the Underwriters the Underwriters’ Cash Commission, plus any interest earned thereon and release the balance of the Escrowed Funds to the Corporation (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred).
Release of Escrowed Funds. The Escrow Agent is authorized to release funds held in the Escrow Account only for the following purposes and under the following conditions:
Release of Escrowed Funds. (a) Release of Escrowed Funds to the Company. (i) Immediately upon the receipt of the certificate of the Company as described below, the Escrow Agent shall release and deliver to the Company such portion of the Escrowed Funds as represents payment of the purchase price of shares in respect of which the Company has accepted subscriptions. Except as provided in Section 5(b) hereof, the Escrow Agent shall not release any portion of the Escrowed Funds to the Company until it has received: (1) a certification of any two of John L. Minton, William A. High and Charles A. Bradley, the Chaxxxxx, Xxxxxxenx xxx Xxxef Financiax Xxxxxxx, xxxxxxxxvely, of the Company, or the then serving Chairman, President and Chief Financial Officer, to the effect that (i) the Company has received acceptable Subscriptions (including payment in full of the purchase price) with respect to at least the number of Shares with respect to which funds are sought to be released; and (ii) the Company has accepted subscriptions with respect to such number of Shares; Such certification shall also indicate the exact number of shares with respect to which subscriptions have been accepted. Notwithstanding anything to the contrary contained herein, the delivery of the foregoing certification shall be in the sole discretion of Messrs. Minton, High and/or Bradley, and nothing contained herein shall cxxxxxxute any obligaxxxx, xxpress or implied, of Messrs. Minton, High and/or Bradley to deliver such certification, or to xxxxxxr it at any specxxxxx xime.
Release of Escrowed Funds. Escrowed Funds shall be released from the Escrow Account only in accordance with this Section 6.
Release of Escrowed Funds. If a Determination is received in the case of a 197 Change Notice, and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed to the relevant Member or Members, as applicable. If a Determination is received in the case of a 197 Change Notice, and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed to the relevant parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporate Taxpayer, RHI or Xxxxxxx, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.03 of this Agreement.
Release of Escrowed Funds. The Escrow Agent agrees not to release the Escrowed Funds to Parent except in accordance with the procedures set forth in this Article IV.
