Escrow Release Conditions Sample Clauses

POPULAR SAMPLE Copied 10 times
Escrow Release Conditions. Any of the following events shall be deemed an “Escrow Release Condition” for purposes of this Services Agreement: (a) Tech fails to provide the PayMode Processing Services in all material respects for two (2) consecutive days; (b) Tech causes Bank to be in material violation of any law or regulation governing the financial services industry that affects or, in Bank’s reasonable judgment, may affect the delivery or performance of the PayMode Services; (c) in the event that Tech fails to provide the PayMode Processing Services in all material respects for a period of time longer than fourteen (14) days due to a force majeure event; and (d) all of the events giving Bank a right to terminate this Services Agreement in accordance with Section 15.2.
Escrow Release Conditions. Concurrently with the release of the Escrowed Property on the Escrow Release Date, (i) the Company shall deliver to the Initial Purchasers executed copies of any certificates, evidence and documents confirming compliance with and satisfaction of the Escrow Release Conditions in accordance with the Escrow Agreement and such other certificates as the Initial Purchasers may reasonably request; (ii) the Transactions shall have been consummated on substantially the terms and conditions described in the Final Offering Memorandum. (iii) the Specified Guarantors shall enter into the Joinder Agreement, the RRA Joinder and the Supplemental Indenture and shall deliver executed copies thereof to the Initial Purchasers; (iv) the Escrow Agent shall, upon instruction of the Company, release a wire transfer of immediately available funds for the amount of the Deferred Discount to ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Representative of the Initial Purchasers; (v) the Specified Guarantors shall enter into a joinder agreement to the New Credit Agreement and shall deliver executed copies thereof to the Initial Purchasers; (vi) the Company shall cause ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel for certain Specified Guarantors incorporated or organized in Delaware, New York, Virginia, Massachusetts, Maryland and California, and special local counsel for each of the remaining Specified Guarantors incorporated or organized in Ohio, Georgia, Missouri, Tennessee, Illinois, Minnesota, North Carolina, Texas and Michigan, respectively, to deliver in each case favorable opinions with respect to valid existence, good standing and corporate power of such Specified Guarantors; due authorization, execution and delivery by such Specified Guarantors and enforceability against such Specified Guarantors of the Joinder Agreement, RRA Joinder, Supplemental Indenture and Guarantees; and as to the absence of required consents and non-contravention of organizational documents, laws, contracts and judgments, in each case on terms substantially consistent with the opinions delivered as to such matters on the Closing Date, and in each case dated as of the Escrow Release Date, in forms reasonably satisfactory to the Initial Purchasers; (vii) the Company and the Specified Guarantors shall deliver to the Initial Purchasers, among other documents and certificates as the Initial Purchasers shall reasonably request, Secretary’s Certificates, dated the Escrow Release Date, reasonably satisfactory to the Initial Purchasers which shall inclu...
Escrow Release Conditions. To the knowledge of the Corporation, no event has occurred which is reasonably likely to prevent the escrow release conditions in connection with the ▇▇▇▇▇ Subscription Receipts from being satisfied on or before the escrow release deadline relating to the ▇▇▇▇▇ Subscription Receipts.
Escrow Release Conditions. Amounts held in escrow, pursuant to the terms of the Escrow Agreement, will be released to Dyadic after delivery to Codexis of evidence in writing of: [*] [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) SCHEDULE OF EXCEPTIONS POST-CLOSING ACTIONS (a) Third Parties
Escrow Release Conditions. Each of the Escrow Release Conditions --------------------------- shall have been satisfied.
Escrow Release Conditions. On or before the closing of the transactions contemplated by the Other Purchase Agreements, the Vendor and the Purchaser shall enter into an escrow agreement (the "Escrow Agreement") with the Escrow Agent, relating to the deposit of the Escrowed Amount with the Escrow Agent, and the terms of the release thereof from escrow. The Escrow Agreement shall provide that: (a) if the Vendor delivers a written notice (the "Shipment Confirmation") to the Escrow Agent and the Purchaser on or before April 30, 2005, confirming that some or all of the Purchased Inventory has been delivered to the HKSAR or a Logistics Park, forthwith after the Final Inventory Value is determined in accordance with Section 2.8, the Purchaser and the Vendor shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount in the manner set out in Section 2.11; and (b) if the Vendor does not deliver the Shipment Confirmation to the Escrow Agent and the Purchaser on or before April 30, 2005, the Vendor and the Purchaser shall deliver a joint direction to the Escrow Agent, directing the Escrow Agent to remit the Escrowed Amount to the Purchaser.
Escrow Release Conditions. Substantially concurrently with the release of the Escrowed Property (as defined in the Escrow Agreement) to the Escrow Borrower, the Escrow Release Conditions will be satisfied;
Escrow Release Conditions. The earlier of the following events to occur: 1. Escrow Release Condition 1
Escrow Release Conditions. On or before 45 days from the Effective Date, Seller shall either (i) deliver to Escrow Agent (i) the fully executed written consent of the members and managers of 4280 Manager to Cuentas admission as a 6.0% interest holder in 4280 Manager in the form attached as Exhibit B (“4280 Consent”) or (ii) wire transfer in cleared funds into the trust account of Escrow Agent the Purchase Price of $1,195,195. Upon Seller’s compliance with its obligation under either (i) or (ii) immediately set forth above, Escrow Agent shall provide written notice to Seller and Buyer who shall confirm in writing to Escrow Agent their consent to Escrow Agent’s release of the ▇▇▇▇ Shares to Seller and release of the 6.0% Assigned Interest or the $1,195,195, as the case maybe, to Buyer. Seller’s satisfaction of its obligation under (i) or (ii) and Buyer and Seller’s written consent to Escrow Agent to release the escrow funds or interests shall be defined as the “Escrow Release Conditions.” Upon occurrence of the Escrow Release Conditions, Escrow Agent shall forthwith return to Seller, Seller’s assignment of the 6.0% Assigned Interest in the event Seller funds the $1,195,195 escrow deposit under (ii) above.
Escrow Release Conditions. The Escrow Release Conditions shall have been satisfied on or before the Closing Date.