Escrow Release. Any portion of any Indemnity Escrow Amount not previously released from escrow in accordance with the Escrow Agreement on or prior to the applicable Escrow Release Date remaining in escrow following such Escrow Release Date, less the aggregate amount, if any, claimed by the Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against such Indemnity Escrow Amount in accordance therewith and not fully resolved prior to the Escrow Release Date (such amount of such retained Indemnity Escrow Amount, as it may be further reduced after the applicable Escrow Release Date by distributions to the Preferred Shareholders as set forth below and by recoveries by the Parent Indemnified Parties pursuant to the Escrow Agreement, the “Retained Escrow Amount”), shall promptly be released from the applicable Indemnity Escrow Account and deposited by the Escrow Agent with the Representative for the benefit of the Preferred Shareholders for distribution to them in accordance with their respective Pro Rata Percentage. In the event and to the extent that, after the applicable Escrow Release Date, any applicable Outstanding Claim made by any Parent Indemnified Party pursuant to this Article VIII is resolved against such Parent Indemnified Party, the Escrow Agent shall promptly release from the applicable Indemnity Escrow Account and deposit with the Representative for the benefit of the Preferred Shareholders an aggregate amount of the applicable Retained Escrow Amount equal to the amount of the applicable Outstanding Claim resolved against such Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages; provided, however, that any such distribution shall only be made to the extent that the applicable Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of applicable Outstanding Claims that are still unresolved at such time.
Escrow Release. The Company shall remit written instructions to the Escrow Agent and the Investors two (2) business days after the Audit Date, in the form of Exhibit C attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, directing the Escrow Agent to release the Escrowed Shares within five (5) business days of the Audit Date for each fiscal year, as specified therein and in accordance with the following guidelines (the “Release Notice”):
Escrow Release a. If the funds remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon (the “Escrow Balance”), as of the (1) date that is ninety (90) days after the Closing Date (the “Initial Escrow Release Date”) exceed the aggregate dollar amount, as of the Initial Escrow Release Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the Initial Escrow Release Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the Initial Escrow Release Date being referred to as the “Initial Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the Initial Escrow Release Date , deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Seller the lesser of (i) Five Hundred Thousand Dollars ($500,000) and an amount equal to the Escrow Balance minus the Initial Pending Claim Amount and (2) General Survival Date exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow 4826-7940-7793v12/101501-0066 Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to Seller.
Escrow Release. Subject to Section 1.3(c), at the Closing, Holdings and RiverNorth Capital shall issue a joint release instruction to the Escrow Agent which shall instruct the Escrow Agent to release the Escrow Funds to one or more accounts designated by RiverNorth Capital, with the amount of the Escrow Funds being fully credited against the cash payment otherwise payable by Holdings on the Closing Date.
Escrow Release. The Aggregate Purchase Price shall be held by the Escrow Agent and shall be released as follows:
Escrow Release. The registry’s escrow agent must receive an authorized request to release the escrow deposits for the troubled registry to ICANN. While, contractually, this must occur within 24 hours of request, ICANN will transmit that request only upon authorization from the Event Director. There is no secrecy around this request, but no formal notification mechanism will be used to inform the EBERO of the release request being transmitted; informal communication (on the event bridge) is deemed sufficient to set a timing expectation as to when the escrow deposits will become available to EBERO.
Escrow Release. The Subscriber acknowledges that the Company may act on the Subscriber’s behalf, solely for the sake of convenience, in connection with confirmation to the Escrow Agent that the Closing has occurred and thereby direct the Escrow Agent to disburse the Subscriber’s subscription funds held in escrow to the Company at such time. In doing so, however, the Company makes no representation or warranty to the Subscriber with respect to any due diligence investigations concerning the Company, all of which shall be and remain the Subscriber’s own responsibility.
Escrow Release. If a Notice of Claim is delivered by a Parent Indemnified Party pursuant to Section 7.6 and the Holders’ Agent does not object to such Claim in accordance with Section 7.6(b) or such Claim is resolved in accordance with Section 7.7, Parent shall be entitled, subject to the limitations of Section 7.3, to receive Parent Shares from the Escrow and/or Parent Shares not yet issued under the Earnout Amount in an amount equal to the value of the Parent Indemnifiable Loss.
Escrow Release. (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis).
Escrow Release. Upon the execution of this Amendment by the Owner, the Stockholders’ Representative and Mxxxx, and delivery of such executed Amendment to Parent and Merger Sub, Parent and the Stockholders’ Representative will execute a joint written instruction to the Escrow Agent (a copy of which is attached hereto as Exhibit 3), advising the Escrow Agent to disburse the balance of the Escrow Funds (as defined in the Escrow Agreement) to the Stockholders in accordance with the Stockholder Allocation Schedule (as defined in the Escrow Agreement) as currently in effect. Parent and the Stockholders’ Representative agree to deliver the joint written instruction to the Escrow Agent promptly following its execution.
