Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror and the Company, in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror Offeror, Parent, and the Companyentity that will be appointed by Parent as “Paying Agent” under the Merger Agreement (the “Paying Agent”), in accordance with their the wire instructions set forth in Section 12(b) (as it may be updated from time to time in accordance with this Agreement), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of Parent and the Interested Parties Company (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties person or persons set forth in such Joint Instruction all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties person or persons set forth in such Order a Deposit Release Amount, the Escrow Agent shall release to such Interested Party person or persons such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror Offeror, Parent or the Company as set forth in Section 12(b) (as it may be updated from time to time in accordance with this Agreement) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day. (c) As between Parent and the Company only, each of Parent and the Company hereby agree to execute and deliver to the Escrow Agent Joint Instructions as follows: (i) within two (2) Business Days after a termination of the Merger Agreement described in Section 8.07(b) of the Merger Agreement, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to the Company an amount of funds from the Deposit Escrow Account equal to the Aggregate Deposit (to the extent such amount has not already been paid to the Company by or on behalf of Parent); (ii) if the Merger Agreement is terminated as described in Section 8.07(b) of the Merger Agreement and Parent has paid or caused to be paid to the Company all or any portion of the Parent Termination Fee (as defined in the Merger Agreement) directly (i.e., other than by release of the Aggregate Deposit from the Deposit Escrow Account), then, simultaneously with such payment, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to Parent an amount of funds from the Deposit Escrow Account equal to the amount of the Parent Termination Fee that was so paid directly (or the entire amount in the Deposit Escrow Account if the entire Parent Termination Fee was so paid directly); (iii) if the Merger Agreement is terminated other than in any circumstance described in Section 8.07(b) of the Merger Agreement, substantially concurrently with such termination, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to Parent all amounts in the Deposit Escrow Account; or (iv) in connection with the Closing, each of Parent and the Company shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent to release to the Paying Agent all or a portion of the Deposit Escrow Account as may be requested by Parent, to be held and distributed by the Paying Agent in accordance with the Merger Agreement and the paying agent agreement to be entered into between Parent and the Paying Agent as provided in Section 2.04(a) of the Merger Agreement.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the Company“Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the Company“Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.

Release from Escrow. When either Newpark, on the one hand, or Buyer, on the other hand, become entitled, under this ARTICLE X and the Escrow Agreement, to any distribution of all or any portion of the Escrow Fund, Newpark and Buyer shall promptly execute and deliver to the Escrow Agent joint written instructions setting forth the amounts to be paid to such Party from the Escrow Fund (the “Joint Indemnity Instructions”). In furtherance, and not in limitation, of the foregoing: (a) Subject Buyer agrees to Sections 4 execute and 11, deliver and Newpark agrees to execute and deliver to the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror and the Company, in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within Indemnity Instructions within two (2) Business Days following receipt by of any Final Resolution that any Party is entitled to a distribution of all or any portion of the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) Fund pursuant to ARTICLE VIII, instructing the Escrow Agent to release to either of the Interested Parties all or a distribute such portion of the Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount Fund in accordance with such Joint Instruction Final Resolution; and (b) If Buyer shall fail to execute and deliver or Order. The judgment or decree of a court if Newpark shall be deemed final when the time for appeal, if any, shall have expired fail to execute and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect deliver to any Order, the Escrow Agent the Joint Indemnity Instructions in accordance with Section 10.2(a), either Newpark or Buyer, as applicable, shall be entitled to receive an opinion of counsel distributions from the claiming party Escrow Fund from the Escrow Agent promptly upon delivery to the effect that Escrow Agent of a final written non-appealable instruction, order or judgment (setting forth the amounts to be paid to such order is final and not subject to appeal. All payments under this Agreement shall be made Party) issued or entered by wire transfer a court of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Ordercompetent jurisdiction. (b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.