Release from Escrow Sample Clauses
The 'Release from Escrow' clause defines the conditions and procedures under which funds or assets held by a neutral third party (the escrow agent) are to be disbursed to the appropriate party. Typically, this clause outlines specific events or milestones—such as the completion of contractual obligations, delivery of goods, or receipt of approvals—that must occur before the escrowed assets are released. By clearly specifying when and how the release happens, this clause ensures that both parties are protected and that the transfer of funds or property only occurs once agreed-upon conditions are met, thereby reducing the risk of non-performance or disputes.
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Release from Escrow. A. Upon the occurrence of one or more of the Liquidation Events listed below, SIEMENS shall provide to Escrow Agent and to COMPANY, via certified mail, return receipt requested, an affidavit of an officer of SIEMENS reciting the occurrence of such event.
a. COMPANY has made an assignment for the benefit of creditors; or
b. COMPANY is insolvent, is the subject of proceedings in bankruptcy or has ceased to conduct business in the normal course; or
c. A receiver, trustee, referee or similar officer has been appointed to take charge of the Source Code; or
d. COMPANY is no longer providing support for Product and features in Attachment A to the Agreement.
B. Within ten (10) business days subsequent to Escrow Agent's receipt of an affidavit in accordance with Section 2. A. hereof from SIEMENS (the "Response Period"), COMPANY must, if it has any objection to the release of said Source Code, file with Escrow Agent an affidavit executed by an officer of COMPANY stating that the event described in SIEMENS's notice has not occurred or has been cured. If COMPANY'S objection is not provided to the Escrow Agent within the Response Period, then, on the day after the end of the Response Period, Escrow Agent is authorized to, and shall immediately, deliver said Source Code to SIEMENS subject to the terms of the Release Escrow Agreement.
C. If COMPANY timely files an affidavit disputing SIEMENS's claim that a specific event has occurred, the Escrow Agent shall not deliver said Source Code to SIEMENS until directed to do so by COMPANY and SIEMENS jointly, or until Escrow Agent is instructed to do so by an arbitration panel in accordance with the following: SIEMENS / CASTLE OEM CONTRACT
a. All disputes or disagreements between SIEMENS and COMPANY involving the interpretation or enforcement of this Escrow Agreement, or arising from or relating to this Escrow Agreement, shall be determined in the same manner as set forth in the AGREEMENT, excepting that COMPANY and SIEMENS agree that they will jointly petition the arbitrator(s) to commence the appropriate proceedings within ten (10) days of initiation of such dispute or disagreement and to conduct such proceedings in an expedited manner.
Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a).
(b) Upon the forgiveness (in whole or in part) of the PPP Loan following a PPP Forgiveness Application submitted in accordance with the terms hereof, and confirmation of the discharge of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7(d).
(c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escr...
Release from Escrow. (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.
(2) The Escrow Agent shall not release the Shares from escrow unless the Escrow Agent has received a letter from the Superintendent or the Exchange consenting to the release.
(3) The approval of the Superintendent or the Exchange to a release from escrow of any of the Shares shall terminate this agreement only in respect of the Shares so released.
Release from Escrow. As and when all of the Escrow Funds are either distributed as provided hereunder or deposited with the registry of the court in interpleader, the Escrow Agent shall be released and discharged from any further obligation hereunder without further action of any party. Compliance by the Escrow Agent with any final, non-appealable order or a judgment of a court concerning the subject matter of any such dispute or agreement shall thereupon release and relieve the Escrow Agent from all obligations and responsibility with respect to the Escrow Funds to which such order or judgment relates.
Release from Escrow. The Company shall have complete authority with respect to determining when the Escrowed Shares are to be released from the terms of this Escrow Agreement, to whom the Escrowed Shares are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only to the following terms:
(a) 700,000 Escrowed Shares ("Indemnity Shares") shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001;
(b) 1,800,000 Escrowed Shares shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and
(c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to the terms of this Escrow Agreement) to those shareholders of the Company (the "Shareholders") for every four (no fractional shares will be issued) shares of common stock of the Depositor issued to the Shareholders pursuant to the Offer (as defined in the Stock Exchange Agreement), other than with respect to (i) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (ii) the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transaction.
Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror and the Company, in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order.
(b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.
Release from Escrow. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the Escrow shall release (a) to the Company, the sum of $3,870,000, (b) to MAG, the Due Diligence Fee in the amount of $135,000 and legal fees in the amount of $25,000, (c) to Escrow the escrow fee in the amount of $5,000.
Release from Escrow. The Performance Shares that vest, and with respect to which the Forfeiture Restriction lapses, in accordance with Exhibit A and this Section 3, shall be released from escrow (if applicable) and delivered to the Participant, subject to collection of applicable Withholding Taxes in accordance with Section 7.
Release from Escrow. Upon termination of this Agreement pursuant to Sections 11.3 and 11.4, the Title Company shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow, subject to Seller’s right to retain the Deposit pursuant to Sections 2.2.5. and 11.4.
Release from Escrow. 2.1 ESCROW AGENT shall seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and which states that one of the following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if:
2.1.1 LICENSOR has made an assignment for the benefit of creditors; or
2.1.2 LICENSOR institutes or becomes subject to a liquidation or bankruptcy proceeding of any kind; or
2.1.3 A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or
2.1.4 LICENSOR terminates its maintenance and support services for LICENSEE for the Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to its ceasing to conduct business generally or otherwise; or
2.1.5 LICENSOR fails to make timely payments of fees and other costs required under this Agreement.
2.2 LICENSEE shall send a copy of the affidavit to LICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Upon its receipt of the affidavit as provided above in Section 2.1, ESCROW AGENT shall immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requested.
2.3 Upon receipt of such notices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above.
2.4 If LICENSOR does not give notice to ESCROW AGENT within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract and solely for support and maintenance for the Software within the provisions of the System Contract. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agreement.
2.5 If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either:
2.5.1 Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or
2.5.2 Submit th...