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. In the event that the Acquisition is not consummated due to ESK LLC exercising its right of rescission under Section 15 of the Purchase Agreement, instruct the Escrow Agents (as defined in the Escrow Agreement) to disburse the funds held on deposit in the Escrow Account directly to the Administrative Agent’s Account in accordance with Section 5.3 of the Escrow Agreement.
Release of Funds from Escrow. Within two business days from the effective date of this Agreement, WEPCo and Cliffs will deliver the "Notice of Interim Agreement and Joint Instructions for Partial Disposition of Funds Held in Escrow," in the form attached hereto as Exhibit A, to the escrow agent identified in the Escrow Agreement attached hereto as Exhibit B. As specified in Exhibit A, this partial disposition of funds from escrow shall be in the amount of $25,687,080.08 delivered to Tilden and the amount of $34,866,868.06 delivered to Empire. Within xxx xxsiness days of the effective date of this Agreement, WEPCo shall also deliver to Tilden the amount of $4,756,336.54 and deliver to Empire the amount xx $0,479,494.86, pursuant to Section 4(b)(ii) of the PPAs.
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. 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. The Company agrees that (i) the terms of the Escrow Agreements shall exclusively control the conditions under which and procedures pursuant to which Escrow Funds, Initial Escrow Funds or Interest Escrow Funds (as defined in the Escrow Agreements) can be released and (ii) it will not attempt to cause any Escrow Funds, Initial Escrow Funds or Interest Escrow Funds (as defined in the Escrow Agreements) to be released from escrow except in accordance with the Escrow Agreements.
