Release of Escrow Amount Clause Samples

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Release of Escrow Amount. On the six (6)-month anniversary of the Closing Date (such date, the “Escrow Release Date”), an amount equal to the then-remaining Escrow Amount (after taking into account any disbursement of funds prior to the date thereof and less any portion of the Escrow Account subject to any outstanding unresolved claim for indemnification delivered to Seller on or prior to such date) shall be promptly disbursed to Seller (within two (2) Business Days), and Buyer and Seller shall send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to disburse to Seller the then-remaining Escrow Amount to which Seller is entitled; provided, however, if there are any outstanding but unresolved claims for indemnification from a Buyer Indemnitee as provided in this Article VIII on or prior to the Escrow Release Date, then any portion of the remaining Escrow Amount subject to such outstanding unresolved claim shall continue to be held by the Escrow Agent and, if any Escrow Amount remains following the resolution of any such claims, shall be promptly disbursed to Seller (and Buyer and Seller shall issue a joint disbursement notice to the Escrow Agent to effect such disbursement as provided in the Escrow Agreement) at such time such outstanding but unresolved claims as of the Escrow Release Date are resolved in accordance with this Article VIII. In the event that any Buyer Indemnitee asserts any claim for indemnification (a) after the Escrow Release Date or (b) at any time after all funds available in the Escrow Account have been fully disbursed, such Buyer Indemnitee may proceed against Seller for indemnification in accordance with this Article VIII.
Release of Escrow Amount. After release of the Adjustment Shares to the Purchaser in accordance with Section 5.3 above, the Purchaser in its sole discretion, shall have the option to: (i) instruct the Escrow Agent to release the Escrow Amount to the Company, in which case the Purchaser will retain all of the Adjustment Shares, or (ii) have the Escrow Amount returned to Purchaser, at which case Purchaser shall relinquish Two Hundred Fifty Thousand Adjustment Shares back to the Company. In each such instance the Company hereby authorizes the Purchaser to direct the Escrow Agent immediately to release the Escrow Amount as directed by the Purchaser and the Company shall join in such direction, provided that the Escrow Agent may act solely on the direction of the Purchaser
Release of Escrow Amount. Within five (5) business days immediately following the first consecutive six (6) month period after the Closing during which all installment payments of the Brand Amount have been timely delivered to Fantex when due (subject to applicable notice and cure periods contained herein), then the Escrow Agent shall deliver to Participant all amounts then remaining in the Escrow Account, the Escrow Agreement shall be terminated, and Participant shall thereafter have no obligation to maintain any amounts in the Escrow Account.
Release of Escrow Amount. On the day following the eighteen (18) month anniversary of the Closing Date (the “Escrow Release Date”), Buyer and Company Seller shall deliver joint written instructions to the Escrow Agent to release the amount then remaining in the Escrow Account (to the extent not utilized to pay Buyer for any indemnification claim) to the Company Seller provided, however, that the Escrow Agent shall be instructed to retain an amount in the Escrow Account (up to the total amount then held in the Escrow Account) equal to the amount of claims for indemnification under this Article 10 timely asserted pursuant to Section 10.2 prior to the Escrow Release Date but not yet resolved (“Unresolved Claims”). Upon resolution of an Unresolved Claim in accordance with this Article 10, Buyer and the Company Seller shall issue to Escrow Agent joint written instructions to release from the Escrow Account the portion of the Escrow Amount retained in respect of such Unresolved Claim to Company Seller, less the amount utilized to pay Buyer for such Unresolved Claim resolved in favor of Buyer.
Release of Escrow Amount. (a) Promptly following acceptance for purchase of all Securities tendered into the Offers (and not withdrawn), the Purchasers shall deliver to the Escrow Agent a certificate certifying the occurrence of such acceptance and specifying the number of Series A Shares and Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and the number of Series A Shares, Series V Shares and ADSs validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment. On the Business Day immediately following the delivery to the Escrow Agent of the aforementioned certificate, the Escrow Agent shall transfer, assign, deliver and pay over: (i) first, to the Mexican Depositary for payment to holders of Series A Shares and Series V Shares that validly tendered their Series A Shares and Series V Shares into the Mexican Offer, the lesser of (A) the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and (y) Ps. 0.05712180 per Series V Share multiplied by the number of Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment, such dollar equivalent of such Peso amount calculated as the average of the exchange rates reported on each of the five (5) consecutive Business Days ending two (2) Business Days prior to the Expiration Date by Reuters and Bloomberg on their FXBENCH page as the closing rate for the exchange of Pesos and dollars; (ii) second, to the depositary designated in the U.S. Offer (the "U.S. Depositary") for payment to holders of Series A Shares, Series V Shares and ADSs that validly tendered their Series A Shares, Series V Shares and ADSs into the U.S. Offer, the lesser of (A) the Escrow Fund, less the amount paid to the Mexican Depositary and less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepte...
Release of Escrow Amount. The Escrow Amount shall only be distributed and released as follows:
Release of Escrow Amount. (a) Any portion of the Escrow Amount not previously released to, or permitted to be retained by, Acquiror as a result of an indemnification claim by Acquiror shall be released to the Series D Holders and Target Retention Bonus Plan Participants on the Release Date pursuant to the Escrow Agreement; provided, however, that a portion of the Indemnity Escrow Amount, which is reasonably necessary (as determined in accordance with Section 9.3) to satisfy any unsatisfied claims specified in any Officer’s Certificate (as defined in Section 9.3) theretofore delivered to the Stockholders’ Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the Indemnity Escrow Fund until such claims have been resolved. (b) On the Release Date, pursuant to the Escrow Agreement, the Escrow Agent shall release; (i) to the Series D Holders (through the Payment Agent) their Pro Rata Portion of ninety percent (90%) of the relevant Escrow Amount, less with respect to each such Series D Holder a portion of the Indemnity Escrow Amount with a value (as determined pursuant to Section 9.3) equal to the sum of (1) such Series D Holder’s Pro Rata Portion of ninety percent (90%) the relevant Escrow Amount previously released to Acquiror in accordance with Section 9.3; and (2) in the case of the Indemnity Escrow Amount, such Stockholder’s Pro Rata Portion of ninety percent (90%) of the Indemnity Escrow Amount that shall remain in the Indemnity Escrow Fund in accordance with the foregoing Subsection (a) of this Section 9.1 with respect to any pending but unresolved indemnification claims of Acquiror. (ii) to the Target Retention Bonus Plan Participants (through the Payment Agent) their Pro Rata Portion of ten percent (10%) of the relevant Escrow Amount, less with respect to each such Target Retention Bonus Plan Participant a portion of the Indemnity Escrow Amount with a value (as determined pursuant to Section 9.3) equal to the sum of (1) such Target Retention Bonus Plan Participant’s Pro Rata Portion of ten percent (10%) the Escrow Amount previously released to Acquiror in accordance with Section 9.3; and (2) in the case of the Indemnity Escrow Amount, such Target Retention Bonus Plan Participant’s Pro Rata Portion of ten percent (10%) of the Indemnity Escrow Amount that shall remain in the Indemnity Escrow Fund in accordance with the foregoing Subsection (a) of this Section 9.1 with respect to any p...
Release of Escrow Amount. Escrow Agent shall hold the Escrow ------------------------ Amount until it delivers the Escrow Amount as follows: (a) If the Escrow Agent receives a written notice from Buyer stating that the Anniversary, as defined by the Purchase Agreement, is about to take place and such notice provides the date of Anniversary, Escrow Agent shall deliver on the date of the Anniversary the Escrow Deposit, by certified or bank cashier's check or by electronic transfer of funds, to the Seller, and Escrow Agent shall deliver on the date of the Anniversary the Interest, by certified or bank cashier's check or by electronic transfer of funds, to the Buyer. (b) If Escrow Agent receives a written notice other than as specified in (a) above from Seller or Buyer ("Noticing Party") stating that Noticing Party or some other entity designated by Noticing Party is entitled to the Escrow Amount, Escrow Agent shall deliver a copy thereof to the party who is not the Noticing Party ("Other Party") and, unless Escrow Agent has received a written notice of objection from Other Party within ten (10) business days after such delivery, Escrow Agent shall deliver the Escrow Amount as instructed by the Noticing Party. If Escrow Agent so receives a written notice of objection from Other Party, a controversy shall be deemed to have occurred for purposes of Section 4(b) hereof. (c) Escrow Agent shall, in addition, disburse the Escrow Amount in accordance with any joint written instructions received by Escrow Agent from the Seller and Buyer, which joint instructions shall be deemed to superseded the above provisions of this Section 3.
Release of Escrow Amount. The Escrow Amount shall be released in accordance with the terms, conditions and procedures set forth in the Escrow Agreement.
Release of Escrow Amount. If the Second Closing has not occurred by the Termination Date, on the first business day following the termination of this Agreement, Purchaser and each Seller will jointly instruct the Escrow Agent under the Escrow Agreement to release to the Purchaser the Escrow Amount. The Escrow Agreement shall provide for the payment to the Sellers of any interest on the Escrow Amount. For the avoidance of doubt, upon the release of the Escrow Amount to the Purchaser, the Sellers shall be under no obligation to sell the Second Closing Units hereunder.