Disposition and Termination Sample Clauses

Disposition and Termination. (a) The Escrow Agent shall administer the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfe...

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of any subscription revocations and the Initial Closing date of the Offering. Additionally, subsequent to an Initial Closing, Depositor and the Issuer agree to notify the Escrow Agent in writing of Subsequent Closing dates, if any, and of the termination of the Offering. Upon receipt of such written notification(s), the following procedures will take place:

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) , the Escrow Fund will be promptly paid to or credited to the accounts of, or otherwise transferred to, the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositor. (ii) If the Issuer does not receive into the Escrow Fund subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminated, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without interest or deduction within 10 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) As soon as practicable (but no later than three business days) after the date that is 12 months following the date of this Agreement (the “Initial Escrow Distribution Date”), the Escrow Agent shall release 50% of the Escrow Asset (less any amounts previously deducted pursuant to a Claims Notice), less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent from the Parties or, if no such instruction is provided, to the Sellers’ Representative, to be distributed in accordance with the Escrow Distribution Schedule set forth in the Underlying Agreement. As soon as practicable (but no later than three business days) after the date that is 24 months following the date of this Agreement (the “Escrow Termination Date”), the Escrow Agent shall release the remaining portion of the Escrow Asset less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent from the Parties or, if no such instruction is provided, to the Sellers’ Representative, to be distributed in accordance with the Escrow Distribution Schedule set forth in the Underlying Agreement. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date. After the Escrow Termination Date, the Escrow Agent shall only release all or any amount of the Reserved Portion to Purchaser or Sellers’ Representative from the Escrow Asset pursuant to a written instruction delivered in accordance with Section 3(f) hereof. (b) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the Underlying Agreement (as defined below) and the dollar amount of the claim, or if such amount is unknown, Purchaser’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Purchaser common stock calculated by dividing such dollar amount by $8.50 (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed ...

Disposition and Termination. (a) The Escrow Agent shall administer the Escrow Shares in accordance with written instructions provided by______________ to the Escrow Agent to release the Escrow Shares, or any portion thereof, as set forth in such instruction. The Escrow Agent shall make distributions of the Escrow Shares only in accordance with a written instruction. (b) Upon the delivery of all the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Agreement shall terminate, subject to the provisions of Section 6.

Disposition and Termination. (a) Except for income earned (which shall be distributed as described in paragraph 3 to the Sellers) and as provided in paragraphs (b), (c) or (d) below, the total amount held in the Escrow Fund shall be released to the Sellers on the 18-month anniversary of the date hereof. (b) Upon receipt by the Escrow Agent of written instructions signed by the Sellers and the Purchaser ("Joint Written Instructions") directing the Escrow Agent to release all or any portion of the Escrow Fund to the Purchaser or the Sellers, as the case may be, the Escrow Agent shall release funds or Escrow Shares in accordance with such direction. (c) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the Sellers, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shar...

Disposition and Termination. The Escrow Agent shall deliver the Escrow Fund to the Parties as set forth in this Section 4. Upon delivery of the entire Escrow Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) The Escrow Agent shall release the Funds in accordance with written instructions received from the relevant Party or Parties as follows: (i) Upon the satisfaction of the conditions set forth in Section 3.01 of the Credit Agreement (without giving effect to the proviso to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent and the Escrow Agent, and following the Administrative Agent’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof; or (ii) If the conditions contained in clause (a)(i) of this Section 3 have not been satisfied by the earliest to occur of (x) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice substantially in the form of Exhibit B annexed hereto, the Escrow Agent will immediately, but not later than the Business Day immediately following the Outside Date, release the Funds to the Administrative Agent by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof. Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”...

Disposition and Termination. The Managing Owner agrees to notify the Escrow Agent in writing of the termination date of the initial offering period described in the Registration Statement (the “Offering Closing Date”) and whether or not the Issuer received subscriptions in an amount equal to or greater than the Minimum Subscription Amount. The term “Minimum Subscription Amount” means an aggregate amount of fifty million dollars ($50,000,000), or ten (10) Baskets. Upon receipt of such written notification the following procedure will take place.