Release of Funds from Escrow. (a) The Company shall have the right at any time after the Closing to draw the first and second $1 million held in the Escrow Account upon the occurrence of each of the following events: (i) the Company shall have used substantially all of the previous amounts funded at closing or at the first draw from the Escrow Account in accordance with Schedule 3.8 or as otherwise agreed to by the Purchaser in writing (ii) there shall have been no material adverse change in the Company's condition or prospects which would result in a disaster, (iii) the representations and warranties in Article II shall be true and correct in all material respects such that the breach thereof has a disasterous effect on the Company, (iv) the Company shall have complied in all material respects with the covenants set forth in Articles III and IV and the Related Agreements as of the date of the Draw Certificate, and (v) there shall have been no fraud or embezzlement at the Company. The Company shall effect the second and third draw by delivering (i) a certificate confirming the foregoing and showing the use of the funds to the Purchaser, executed by one or more of the Principal Shareholders in their capacity as officers of the Company (the "Draw Certificate") and (ii) disbursement instructions to the Escrow Agent releasing the corresponding certificate representing shares of Preferred Stock to the Purchaser. Within two (2) business days of receiving the Draw Certificate, the Purchaser shall confirm its contents and upon such confirmation issue disbursement instructions to the Escrow Agent releasing the second or third $1 million to the Company. In each case, the disbursement instructions shall be in the form provided for in the Escrow Agreement.
Release of Funds from Escrow. If the Escrowed Funds are held by the Subscription Receipt Agent in accordance with Section 2.1 and 2.13 and the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1(a), the Corporation shall:
Release of Funds from Escrow. Except to the extent that some or all of the funds in escrow are the subject of a pending dispute and are to be retained in escrow pursuant to Section 8.3 or Section 8.4, all funds held in escrow shall be released and delivered to Seller twelve (12) months following the Closing.
Release of Funds from Escrow. The Escrow Agent shall release the Funded Amounts, or portions thereof, as follows and in accordance with the terms of the Escrow Agreement:
Release of Funds from Escrow. 37 6.1 Release of Funds from Escrow ..............................................................................37 ARTICLE 7 RELEASES ...............................................................................................................37 7.1 Release of Released Parties ...................................................................................37 7.2 Additional Released Parties ...................................................................................38 7.3 Injunctions..............................................................................................................38 7.4 Existing Equity Class Action Claims .....................................................................38 ARTICLE 8 CONDITIONS PRECEDENT AND IMPLEMENTATION ....................................39 8.1 Conditions to Plan Implementation .......................................................................39 8.2 Waiver of Conditions .............................................................................................39 8.3 Effectiveness ..........................................................................................................39
Release of Funds from Escrow. The Escrow Agent shall release the Funded Amounts, or portions thereof, as follows and in accordance with the terms of the Escrow Agreements: (a) On the Effective Date, the Escrow Agent shall release from escrow to or on behalf of Concordia, at the applicable time, the Funded Amounts pursuant to and in accordance with Section 5.3. (b) If any Funding Private Placement Party (or its Intermediary, as applicable) provides to the Escrow Agent more than its Private Placement Commitment under the Subscription Agreement, the Escrow Agent shall as soon as practicable return any excess funds to such Funding Private Placement Party (or its Intermediary, as applicable). ARTICLE 7 RELEASES 7.1 Release of Released Parties At the applicable time pursuant to Section 5.3, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever (other than liabilities or claims attributable to any Released Party’s gross negligence, fraud or wilful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) arising on or prior to the Effective Date in connection with the Debt, the Debt Documents, the Affected Equity Claims, the Two Year Equity Bridge Credit and Guaranty Agreement, the Equity Unsecured Bridge Loan Settlement, the Support Agreement, the Subscription Agreement, the Private Placement, this Plan, the CBCA Proceedings, the transactions contemplated hereunder
Release of Funds from Escrow. Sellers shall be entitled to the ---------------------------- release of Escrow Funds in accordance with the terms of the Escrow Agreement as follows: No Funds shall be released from Escrow to Sellers until such time as executed Amendments of the Network Services Agreements provided in Exhibit E ---------- hereto have been delivered to IMS and the Allocated Portion of the Purchase Price assigned to such Network Service Agreements as provided in Exhibit I --------- hereto exceeds Nine Hundred Thousand Dollars ($900,000), at which time Sellers shall be entitled to notify the Escrow Agent to release that part of the Allocated Portion of the Purchase Price attributable to the delivered amended Network Service Agreement which exceeds Nine Hundred Thousand Dollars ($900,000). Thereafter, Sellers shall be entitled to receive, from time to time from the Escrow Agent, the full Allocated Portion of the Purchase Price as provided in Exhibit I for each duly executed amendment to a Network Service --------- Agreement delivered to IMS.
Release of Funds from Escrow. Upon receipt by Landlord of the Letter of Credit re-established by Section 2 above, the $359,748.00 in funds held in the escrow deposit account (plus accrued interest, if any) established by the Second Amendment shall immediately be released and payable to Tenant.
Release of Funds from Escrow. The Parties hereby acknowledge and understand that $3,000,000 of the funds provided in respect of the San Xxxxxxx Convertible Debt (the “Escrow Funds”) are being held in an escrow account at Professional Business Bank, Pasadena, California, pursuant to the provisions of an Escrow Account Agreement, dated as of February 6, 2007. The Escrow Funds shall be released to the Company or Pubco immediately prior to or simultaneous with the Closing.
Release of Funds from Escrow. Within ten days of the latter of the City’s adoption of the Second Amendment to the Development Agreement pursuant to Section A.1 above and the City’s adoption of the Text Amendment and approval of Developer's townhome plans pursuant to Section A.2 above, the Parties shall jointly submit written instructions to release all but $ 1,600,000 of the Escrowed Funds to the City. The remaining Escrowed Funds shall be released to the Parties upon either (i) the Developer providing the City a Self-Mitigation Notice under Section 2.14.1 of the Second Amendment to Development Agreement or (ii) the City obtaining approval for the Conservation Easement pursuant to Section 2.14.2
