Common use of Release of Deposit Clause in Contracts

Release of Deposit. In the event that Registrant (or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant to the proviso of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 of the Services Agreement, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Owned Materials:]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.

Release of Deposit. In the event that Registrant (or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Service Provider Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant to the proviso of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 of the Services Agreement, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Service Provider Owned Materials:]A Materials: ]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.

Release of Deposit. In the event that Registrant (or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant to the proviso of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 of the Services AgreementMSA, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Owned Materials:]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.

Release of Deposit. In Except as otherwise provided in this Agreement, no portion of the Deposit shall be released by the Escrow Agent unless and until any of the following conditions shall have occurred: (a) The Escrow Agent shall have received an original release document signed by Buyer and Thom▇▇ ▇▇ the form attached hereto as Exhibit A, specifically directing all or any portion of the Deposit be delivered in the manner and to the recipients specified therein; or (b) A final order or judgment of a court of competent jurisdiction shall have been issued and a certified copy thereof shall have been delivered to the Escrow Agent directing delivery of all or any portion of the Deposit in the manner and to the recipients specified therein; or (c) Within one hundred-twenty (120) days after the date of this Agreement, if (i) none of the conditions in subsections (a) or (b) of this Section 2 shall have occurred and the Escrow Agent shall not have received an original notice signed by Buyer notifying the Escrow Agent that there is a dispute as to Buyer's or Sellers' entitlement to all or any portion of the Deposit in the form attached hereto as Exhibit B or (ii) any of such conditions shall have occurred but the Escrow Agent shall have received an original notice signed by Buyer and Thom▇▇ ▇▇▇cifically confirming that there is no pending dispute as to Buyer's or Sellers' entitlement to all or any portion of the Deposit or the remaining portion thereof held by the Escrow Agent in the form attached hereto as Exhibit A, then the Escrow Agent shall pay to Sellers the Deposit or such remaining portion which it then holds. (d) Notwithstanding the foregoing, in the event that Registrant (either Buyer or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant Sellers object to the proviso disbursement of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 of the Services Agreement, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release portion of the Deposit Material pursuant to Registrant or its designeethis Section, Escrow Agent shall they must immediately so notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due the other party in writing. Any objection must specify with reasonable detail the reasons why the objecting party is objecting to the disbursement. Such a dispute will be resolved in the manner set forth in Section 4 below and the Escrow Agent with respect will continue to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Owned Materials:]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release hold the Deposit Materials pursuant to this Subsectionuntil it has received a signed arbitration award or nonappealable court order from a court of competent jurisdiction directing the disposition of the Deposit, or until it has received appropriate written instruction signed both by Thom▇▇ ▇▇▇ Buyer.

Release of Deposit. In the event that Registrant (or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Service Provider Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant to the proviso of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 19.1, Informal Dispute Resolution, of the Services Agreement, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Service Provider Owned Materials:]A Materials: ]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.

Release of Deposit. In the event that Registrant (or a third party on behalf of Registrant) provides Escrow Agent with written notice stating that a Release Condition has occurred, Escrow Agent shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Service Provider Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within five (5) business days, then Escrow Agent shall release to Registrant or its designee the Deposit Material. In the event of a dispute respecting Release Condition pursuant to the proviso of the foregoing sentence, Depositor and Registrant shall submit the dispute to the dispute resolution procedures in Section 19.1 of the Services Agreement, provided that in the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will be immediately presented to Depositor’s General Manager of Public Sector (or equivalent position) and DIRCLIENT’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolved, the Deposit Material shall be released, provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall release to Registrant or its designee the Deposit Material. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Service Provider Owned Materials:]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.

Release of Deposit. In (a) Buyer and Seller shall provide the event that Registrant Escrow Agent with at least five (or a third party 5) days prior written notice (the “Closing Notice”) of the Closing Date. Such Closing Notice shall direct the Escrow Agent to disburse to Seller the Deposit on the Closing Date by transferring the Deposit to the Post-Closing Escrow Account (as defined below), on behalf of Registrant) provides Seller and as partial payment of the Purchase Price. The Closing Notice shall also direct the Escrow Agent to cause a wire transfer of the Income to be paid to the order of Buyer to an account designated by Buyer in the Closing Notice, which wire transfer shall occur on the Closing Date. (b) (i) Upon any termination of the Purchase Agreement pursuant to Section 11.2(b) of the Purchase Agreement or any termination of the Purchase Agreement by Seller pursuant to Section 11.2(d) of the Purchase Agreement, Seller shall be entitled to retain the Deposit as reimbursement for its out-of-pocket expenses incurred in connection with, and as liquidated damages and as its sole remedy with respect to, such termination of the Purchase Agreement. Seller shall provide written notice stating that a Release Condition has occurred, of such termination to the Escrow Agent (with a simultaneous copy to Buyer). Buyer shall follow the following procedures: (1) [Note: Alternative 1—for use with Deposit Material consisting of Successful Respondent Owned Materials: Promptly upon the receipt of such written notice notifying Escrow Agent of the occurrence of a Release Condition and confirmation of current Escrow Agent account status, Escrow Agent shall verify such Release Condition with Depositor. If Depositor verifies the Release Condition or fails to respond within have five (5) business daysdays from the receipt by the Escrow Agent of such notice to object to the proposed distribution by written notice delivered to Seller and the Escrow Agent. If Buyer consents, then or does not object within such five (5) business day period, to the distribution of the Deposit to Seller as contemplated by this Section 5(b)(i), the Escrow Agent shall release to Registrant or its designee promptly distribute the Deposit Material. In the event of a dispute respecting Release Condition to Seller pursuant to the proviso of the foregoing sentencewritten instructions from Seller. If Buyer objects to such distribution, Depositor and Registrant shall submit the dispute as evidenced by written notice to the dispute resolution procedures in Section 19.1 of Escrow Agent and Seller, then Seller will not be entitled to the Services Agreementpayment of, provided that in nor shall the event such process shall not produce a resolution within thirty (30) days of initiation of such process, this issue will Escrow Agent be immediately presented obligated to Depositor’s General Manager of Public Sector (or equivalent position) and DIR’s General Counsel for further efforts at resolution. If after fifteen (15) days following such escalation for further efforts at resolution the dispute is not resolveddisburse, the Deposit Material shall be releaseduntil the Escrow Agent has received joint written instructions from Buyer and Seller directing the Escrow Agent to disburse all or a portion of the Deposit to Buyer or Seller (as the case may be), provided that such release shall not waive any rights of either party hereunder. [Note: Alternative 2-- for use with other Deposit Material: Promptly or upon the receipt of such written notice notifying Escrow Agent a copy of an arbitrator’s final decision directing the disposition of the occurrence Deposit, as provided in Section 15 hereof. On the date of a Release Condition and confirmation any disbursement of current Escrow Agent account statusthe Deposit to the Seller in accordance with this Section 5(b)(i), the Escrow Agent shall release to Registrant or its designee disburse the Income earned on the Deposit Materialas of such date to an account designated by Buyer. (2) Immediately upon release of the Deposit Material to Registrant or its designee, Escrow Agent shall notify Depositor thereof in writing. (3) Notwithstanding the procedures set forth above in clauses (1) and (2) of this Subsection, Escrow Agent shall also release to Registrant the Deposit Materials upon instruction from Depositor. This Escrow Agreement shall terminate upon the release to Registrant of all of the Deposit Materials held by Escrow Agent, provided that Registrant has accepted the Deposit Materials within thirty (30) days of the date of delivery by Escrow Agent and provided that all fees due to Escrow Agent with respect to this Escrow Agreement have been paid in full. [** Note: The following sentence to be deleted in the case of escrow of Successful Respondent Owned Materials:]A dispute regarding the existence of a Release Condition shall not affect Escrow Agent’s obligation to release the Deposit Materials pursuant to this Subsection.