RELEASE AND DELIVERY OF ESCROW MATERIALS Sample Clauses

RELEASE AND DELIVERY OF ESCROW MATERIALS. 1. The Company may request by written notice to Escrow Agent that Escrow Agent deliver the Escrow Materials to the Company if, and only if, one or more of the following conditions have occurred: (a) The Company shall have paid to Employee an aggregate of $5,000,000 in Production Bonus payable under the Employment Agreement. 2. Upon receipt of notice from the Company pursuant to Section IV(1) above, accompanied by an appropriate Escrow Release Fee of $150.00, Escrow Agent shall, within twenty (20) days after receipt of such notice, deliver the Escrow Materials to the Company unless within such twenty (20) day period Employee delivers to Escrow Agent written denial that the condition set forth above in Section IV(1) occurred. The Company must also deliver the notice pursuant to Section IV to Employee simultaneously with the delivery to the Escrow Agent in order for the twenty (20) day period to begin. If Escrow Agent receives such denial within such twenty (20) day period, the Company's entitlement to receive the Escrow Materials under this Agreement shall be resolved by arbitration pursuant to Section IX herein, and Escrow Agent shall retain possession of the Escrow Materials subject to a determination by the arbitrator in such arbitration. The prevailing party in such arbitration shall be entitled to recover from the other party all arbitration fees, costs, disbursements and reasonable attorneys' fees.
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RELEASE AND DELIVERY OF ESCROW MATERIALS. In the event the Escrow Agent receives from the Buyer on or before the close of business on the Escrow Release Date (i) $500,000 cash and (ii) proof that the Buyer paid $250,000 to the Seller on or before March 31, 2001 (such cash and proof being the "Buyer's Release Deliveries"), then the Escrow Agent shall as soon as practicable thereafter deliver the Buyer's Release Deliveries and Buyer Documents to the Seller and the Seller Documents to the Buyer. In the event the Escrow Agent has not received the Buyer's Release Deliveries by the close of business on the Escrow Release Date, then the Escrow Agent shall as soon as practicable thereafter deliver the Buyer Documents to the Buyer and the Seller Documents to the Seller. Notwithstanding any of the foregoing, (i) the Escrow Agent shall not release any documents or cash to the Seller unless and until the Escrow Agent has received all Seller Documents and the Deed of Trust executed by Panther and (ii) the Escrow Agent shall not release any documents to the Buyer unless and until the Escrow Agent has received all Buyer Documents. Any cash to be distributed by Escrow Agent to Seller shall be distributed in the same percentages as set forth in Section 2 of the Purchase Agreement. Escrow Release Date means the date on which Buyer is obligated to pay $500,000 to Seller under Section 2(c) of the Purchase Agreement (the "Payment"). The Escrow Agent may presume that the Escrow Release Date is June 30, 2001, unless (i) the Escrow Agent receives by fax a notice from either Buyer or Seller stating that the Payment is due on a day earlier than June 30, 2001 (the "Notice") and receives sufficient proof that the Notice was furnished by fax to the other party and (ii) by the close of business on the "Notice Date", which shall be the third business day after receiving the Notice, the Escrow Agent has not received a written or faxed objection to setting, as the Escrow Release Date, the day that is two business days after the Notice Date. If no objection has been timely received by the Escrow Agent, then the Escrow Release Date shall be the day that is two business days after the Notice Date.
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Related to RELEASE AND DELIVERY OF ESCROW MATERIALS

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows: (a) On the Closing Date, the Escrow Agent will simultaneously release the Company Documents to the Subscriber and release the Subscriber Documents to the Company except that the Due Diligence Fee will be released to the Due Diligence Fee Recipient and the Legal Fees will be released to the Subscriber’s attorneys. (b) All funds to be delivered to the Company shall be delivered on the Closing Date pursuant to the wire instructions to be provided in writing by the Company to the Escrow Agent. (c) Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions ("Joint Instructions") signed by the Company and the Subscriber, it shall deliver the Company Documents and Subscriber Documents in accordance with the terms of the Joint Instructions. (d) Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Company Documents and Subscriber Documents in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

  • 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 of Escrow Securities (1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes. (2) If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released immediately. (3) If an emerging issuer becomes an established issuer within 18 months after its 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 installments on the day that is 6 months, 12 months and 18 months after the listing date.

  • Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.