Claims and Payment; Release from Escrow Clause Samples

Claims and Payment; Release from Escrow. The Escrow Agent shall disburse the Escrow Property (or portions thereof) from time to time to Buyer or Seller as set forth in, and in accordance with, the joint written instructions of the Interested Parties, each (a) signed by an authorized representative of Buyer listed on Schedule B and an authorized representative of Seller listed on Schedule C, (b) with respect to Buyer, confirmed by telephone callback as set forth on Schedule B, and with respect to Seller, confirmed by telephone callback as set forth on Schedule C, and (c) substantially in the form attached hereto as Schedule D (“Joint Instructions”). Joint Instructions provided to the Escrow Agent do not need to be included on a single document, and may be provided by Seller and Buyer in separate counterparts. Upon receipt of Joint Instructions with respect to the Escrow Property (or portions thereof), the Escrow Agent shall promptly, but in any event within one (1) Business Day after receipt of any Joint Instructions, disburse the Escrow Property (or portions thereof) to the party or parties set forth in, and in accordance with, such Joint Instructions. Either Seller or Buyer may deliver to the Escrow Agent, with a copy to the non-delivering Interested Party, a certified copy of a final non-appealable judgment or order of a court of competent jurisdiction or a final non-appealable arbitration decision (each, a “Judgment”) awarding all or any part of the Escrow Property to Seller or Buyer, as applicable. Within ten (10) Business Days after receipt of such Judgment, the Escrow Agent shall disburse the Escrow Property (or the applicable portion thereof) as directed by such Judgment. For purposes of this Agreement, “Business Day” shall mean any day that the Escrow Agen is open for business.
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Claims and Payment; Release from Escrow. (a) As soon as the Escrow Agent receives joint written instructions substantially in the form of Schedule 1 as to the disbursement of the Fund (the “Joint Written Instructions”) signed by both an officer of the Company and an officer of the Placement Agent, the Escrow Agent shall transfer the Fund to the Company, the Placement Agent and any third party indicated in such notice, in the amounts specified by the Company and the Placement Agent in such Joint Written Instructions. Except as otherwise provided in this Agreement, the Escrow Agent shall rely conclusively on any Joint Written Instructions and shall have no responsibility to determine whether the information set forth therein, including the amount of the payment of the Fund, is accurate or correct.
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Claims and Payment; Release from Escrow. 3.1 The Escrow Agent shall release from escrow and deliver the Escrow Property (or any portion thereof) as follows: (a) Within one Business Day after the Deposits are transferred to the Escrow Agent, the Escrow Agent shall distribute to each Interested Party $1,359,520.72 (Vencor and Ventas agree that this amount represents 50% of the aggregate amount to be distributed pursuant to Section 7(a) of the Tax Refund Escrow Agreement). (b) To an Interested Party, as a certified check payable directly to a specified tax authority (for the account of an Interested Party), at the written direction of any Interested Party, five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Tax Payment Instruction"), which Tax Payment ----------------------- Instruction must certify and represent that (i) the certified check is in the amount due with respect to a Subject Tax assessed or imposed against the Interested Party, (ii) the notice and contest provisions of the Refund Agreement applying to such Subject Tax were complied with, (iii) that such Subject Tax will be due (without incurring additional interest or penalties) within eight (8) Business Days of the receipt of the Tax Payment Instruction, (iv) a copy of such Tax Payment Instruction had been contemporaneously delivered to the other Interested Party and (v) that three (3) days notice had been provided to the other Interested Party in accordance with the provisions of Section 6(c) of the Refund Agreement; (c) To an Interested Party or directly to a third-party, at the written direction of any Interested Party, within five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Contest Payment Instruction"), which Contest --------------------------- Payment Instruction must certify and represent that (i) such amount is in respect of a reasonable third-party cost of a Claim or Contest, or a Preparation Cost, in each case as provided for in Sections 5(a)(ii) of the Refund Agreement, and (ii) that such Contest Payment Instruction is accompanied by any relevant invoices issued by third-parties and that a copy of such invoices has been contemporaneously provided to the other Interested Party; (d) In accordance with written instructions to the Escrow Agent signed by both Interested Parties (a "Joint Payment Instruction") directing the ------------------------- E...
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Claims and Payment; Release from Escrow. The Interested Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Property as provided in this Section 2 as follows: (a) Upon receipt of a written instruction executed by an Authorized Person (as defined in Section 11) of Sterigenics stating that (i) it is a QSF funding instruction and (ii) instructing the Escrow Agent to disburse the Escrow Deposit Amount (less the Escrow Agent’s Fees) (a “QSF Funding Instruction”), the Escrow Agent shall promptly, but in any event within one (1) Business Day after receipt of a QSF Funding Instruction, disburse the Escrow Deposit Amount (less the Escrow Agent’s Fees) to Plaintiffs’ QSF. For purposes of this Agreement, “Business Day” shall mean any day that the Escrow Agent is open for business.
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Claims and Payment; Release from Escrow. (a) The Escrow Agent shall only release the Escrow Property to the Company and to the Representative pursuant to this Section 3(a), if at any time on or prior to 3:00 p.m. local time in the City of New York on March 18, 2013, the Escrow Agent receives a certificate from the Company in the form of Exhibit A (a “Release Certificate”), executed by an Authorized Person (as defined below), certifying to the Escrow Agent that the conditions for the release of the Escrow Property (the “Escrow Release Conditions” as specified in Exhibit A hereto) are satisfied. The Escrow Agent shall, on the date specified in such Release Certificate (provided the Release Certificate is received by the Escrow Agent no later than 2:00 p.m. local time in the City of New York on such day) (the “Release Date”), release the Escrow Property to the Company and to the Representative as directed and in the manner set forth in the Release Certificate. If the Release Certificate is received by the Escrow Agent after 2:00 p.m. local time in the City of New York on the Release Date, the Escrow Agent shall use commercially reasonable efforts to release the Escrow Property to the Company and to the Representative on such date, and will do so no later than the next Business Day. For purposes of this Agreement, “Business Day” shall mean any day that the Escrow Agent is open for business. (b) If at any time prior to March 18, 2013, the Company determines, in its discretion, that the Escrow Release Conditions cannot be satisfied by such date, the Company shall, no later than 3:00 p.m. local time in the City of New York on March 18, 2013, deliver a written notice in the form of Exhibit B hereto (a “Redemption Notice”) to the Escrow Agent and the Trustee executed by an Authorized Person setting forth (i) the date (the “Special Mandatory Redemption Date”) on which a mandatory redemption pursuant to Section 3.11 of the Indenture (a “Special Mandatory Redemption”) will occur (which date shall meet the requirements of the Indenture) and (ii) an amount equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest thereon from the Closing Date of the offering of the Notes up to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”), and the Escrow Agent shall on the Special Mandatory Redemption Date release the Escrow Property to the Trustee by 10:00 a.m. local time in The City of New York on such day by wire transfer or transfer ...
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Claims and Payment; Release from Escrow. (a) As soon as the Escrow Agent receives joint written instructions substantially in the form of Schedule 1 as to the disbursement of the Fund (the “Joint Written Instructions”) signed by both an officer of the Company and an officer of the Placement Agent, the Escrow Agent shall transfer the Fund to the Company, the Placement Agent and any third party indicated in such notice, in the amounts specified by the Company and the Placement Agent in such Joint Written Instructions. Except as otherwise provided in this Agreement, the Escrow Agent shall rely conclusively on any Joint Written Instructions and shall have no responsibility to determine whether the information set forth therein, including the amount of the payment of the Fund, is accurate or correct. The Escrow Agent agrees that none of the Fund will be paid to the Company until at subscriptions and orders for at least 3,570,000 shares are received and accepted by the Company. (b) Rejection. If at any time prior to the release of an Investor’s subscription or order pursuant to the terms of this Agreement, the Company shall deliver to the Escrow Agent a written notice to the effect that any or all of the subscription or order of such Investor has been rejected (the “Rejected Subscription Amount”) by the Company, the Escrow Agent shall, promptly after receipt of such written notice, return to such Investor the amount of such Rejected Subscription Amount without any interest that may have accrued on such amount.
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Claims and Payment; Release from Escrow. (a) With respect to the Escrow Property: i. If the Escrow Agent receives (i) a joint certificate signed by an Authorized Person (as defined below) of each of the Parent and the Representative, or (ii) a final, non-appealable order, judgment or decree of a court of competent jurisdiction (an “Order”) from the prevailing party, in either case directing the Escrow Agent as to payment of all or any part of the Escrow Property, the Escrow Agent shall pay such amount from the Escrow Property as directed in such joint certificate or Order as promptly as practicable. ii. Solely as between the Parent and the Representative, the Parent and the Representative agree that they shall promptly execute joint instructions directing the Escrow Agent to pay out of the Escrow Property amounts when and as due to a person pursuant to Section 1.10 and Article VIII of the Merger Agreement.
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Claims and Payment; Release from Escrow. The Escrow Property shall be distributed by the Escrow Agent solely in accordance with the following:
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Claims and Payment; Release from Escrow 
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Related to Claims and Payment; Release from Escrow

  • 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 Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

  • Release from Escrow of New Securities (1) As soon as reasonably practicable after the Escrow Agent receives: (a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign (i) stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established issuer under the Policy, and (ii) listing the Securityholders whose new securities are subject to escrow under section 6.5, the escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3. (2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. (3) If the Issuer is (a) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s listing date, all escrow securities will be released immediately; and (b) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer’s listing date.

  • Release from Contract An employee under contract shall be released from the obligations of the contract upon request under the following conditions: