Escrow Release Letter definition
Examples of Escrow Release Letter in a sentence
Within ten days after receiving such notice, the Company shall appoint a successor escrow agent at which time the Escrow Agent shall either (i) distribute as directed by the Escrow Release Letter the funds held in the Escrow Account, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or (ii) hold such funds pending distribution until such fees, costs and expenses or other obligations are paid.
The Parties agree that at the Effective Time, the Parent and the Company shall execute and deliver to the Escrow Agent a joint instruction letter instructing the Escrow Agent to release and deliver to the Parent all amounts held by the Escrow Agent pursuant to the Escrow Agreement, including accumulated, but unpaid, interest thereon, to the order of the Parent (the "Escrow Release Letter").
The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection.
Subject to the conditions set forth herein, Lenders shall, on each Disbursement Date, deliver to the Escrow Agent and the Collateral Agent a copy of an Escrow Release Letter executed by each Lender, directing the Escrow Agent to credit, by wire transfer, the amount of the Advance to be made to the account of Borrower or the Person or Persons specified in writing by Borrower pursuant to Section II.5 hereof.
The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share.
Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order.
The Escrow Fund shall also be deemed to include any substitute certificates received by the Escrow Agent in accordance with an Escrow Release Letter (as hereinafter defined).
GenRad shall execute and deliver to Counsel together therewith the Joint Escrow Release Letter attached hereto as Exhibit A.
If, during the Waiting Period, Lenders receive a Request for Advance and deliver an Escrow Release Letter to the Escrow Agent pursuant to such Request for Advance, the proceeds received into the Escrow Payment Account shall be transferred by the Escrow Agent into the Escrow Loan Account for redistribution to Borrower pursuant to the new Advance.