Release of Escrow Amount Clause Samples

Release of Escrow Amount. The Escrow Amount in the then available amount shall be released to the respective Sellers in accordance with the provisions of the Escrow Agreement by the following amounts as follows: (i) an amount of USD 12,500,000 (in words twelve million five hundred thousand U.S. Dollars) shall be released on the date that is six months after the Closing Date (“Escrow Period I”), except for (i) any amounts being under negotiation or dispute pursuant to the procedure set forth below and (ii) any amounts already released to the Sellers or the Purchaser based on a mutual settlement or final and binding (rechtskräftig) decision of the competent court: Purchaser may provide Sellers’ Agent with a Purchaser Claim Notice or a Tax Claim Notice within the Escrow Period I in accordance with the provisions of Section 8.1 and Section 8.7. In this case the relevant Parties shall first attempt to negotiate a settlement of such claim. To the extent such settlement is not reached within 30 days after receipt of such notification by Sellers’ Agent, Purchaser shall have 60 additional days following the expiration of the foregoing 30-day period to file an action (Klageerhebung) against the relevant or all of the Seller(s). The action can be served on the Process Agent. For the avoidance of doubt it is clarified that Section 167 German Civil Procedure Code (Zivilprozessordnung, ZPO) shall apply. An amount equal to the amount in dispute (Streitwert) in such legal proceeding or, if such action is aimed at a declaratory judgement (Feststellungsklage), an amount equal to a reasonable estimate of Purchaser regarding the volume of the claim shall not be released until the legal proceeding has been decided, settled or dismissed in a final and binding manner (rechtskräftig), unless otherwise agreed between Sellers and Purchaser in writing. If Purchaser has not filed an action within the aforementioned 60-day period and the Escrow Period I has lapsed, the Sellers’ Agent and Purchaser shall instruct the Escrow Agent to release immediately to the Sellers the full USD 12,500,000 except for any amounts which have already been released or as otherwise agreed between the Parties; (ii) any remaining amount shall be released on December 31, 2008 (the period from the end of the Escrow Period I until December 31, 2008: “Escrow Period II”) except for (x) any amounts being under negotiation or dispute pursuant to the procedure set forth in lit. (i) above or this lit. (ii) below and (y) any amounts already re...

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. (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. 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) Upon delivery, at any time on or before the date which is one hundred eighty (180) days following the Closing Date (the “Escrow Period”), to the Escrow Agent and the Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) stating that Buyer has received (i) an Estoppel and Consent Certificate for a Restricted Branch and (ii) an assignment document to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch, each in form and substance reasonably satisfactory to Buyer, Escrow Agent shall, no later than the date that is three (3) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject to the provisions of this Schedule B, cause to be disbursed to Selling Entity a portion of the Escrow Amount equal to $500,000 for each Restricted Branch (plus Escrow Earnings relating to such amount) that is the subject of such Officer’s Certificate. (b) Within three (3) Business Days of the end of the Escrow Period (the “Escrow Termination Date”), Buyer shall deliver to the Escrow Agent and the Selling Entity an Officer’s Certificate stating which of each Remaining Branch is a Terminated Branch, and within 3 Business Days of receipt of such Officer’s Certificate, Escrow Agent shall cause to be disbursed (i) to Buyer a portion of the Escrow Amount equal to $500,000 for each Terminated Branch (plus Escrow Earnings relating to such amount) that is set forth in the Officer’s Certificate and (ii) to Selling Entity the remainder of the Escrow Amount (plus Escrow Earnings). Bank: ABA No.: Acct. Name: Account No.: Bank: ABA No.: Acct. Name: Account No.: This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of ___ , 2007, by and among Check Mart of Florida, Inc., a Delaware corporation (“Assignee”), and CCS Financial Services, Inc., a Florida corporation, (the “Assignor”). Assignor and Assignee are entering into this Agreement pursuant to that certain Asset Purchase Agreement, dated as of ___, 2007 (the “Purchase Agreement”), by and among Assignor, Assignee, and certain other parties. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

Release of Escrow Amount. If the Escrow Agent receives a certificate (or any number of counterparts thereof) signed by both an officer of Parent and Executives’ Representative directing the Escrow Agent as to distribution of all or any part of the Escrow Amount, the Escrow Agent shall immediately distribute such part from the Escrow Amount (including any interest thereon) as directed in such certificate. (a) On the twentieth business day after receipt by the Escrow Agent of a certificate signed by an officer of Parent (an “Officer’s Certificate”) (i) stating that Escrow Agent is obligated to make a payment to Parent or Executives (“Payment”) and (ii) specifying the amount of such Payment, the Escrow Agent shall, subject to the provisions of Section 5 hereof, distribute to Parent or Executives (with respect to each Executive, as directed in the Officer’s Certificate) from the funds then held in the Escrow Account an amount (and interest thereon) equal to the Payment as stated in such Officer’s Certificate. (b) If the Escrow Agent does not receive an Officer’s Certificate on or before the 30th day after the Determination Date with respect to any Threshold Test, the Escrow Agent shall distribute from the funds then held in the Escrow Account an amount (and interest thereon) equal to the Threshold Amount corresponding to such Threshold Test to the Executives pro rata based on contributions to the Escrow Fund with respect to such executive for such Threshold Test as set forth on Exhibit F to the Merger Agreement. (c) If any funds remain on deposit with the Escrow Agent hereunder on [insert date 9 months from the Appointment Time] the Escrow Agent shall deliver such Funds to Parent; provided, however, that if a dispute between the parties hereto with respect to any portion of the Escrow Amount is pending, such funds shall remain on deposit with the Escrow Agent hereunder until such dispute is resolved in accordance with the provisions of Section 5 hereof.

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. (a) Upon receipt of a written notice by ▇▇▇▇▇▇▇▇, the Escrow Agent shall not pay or otherwise release the Escrow Funds except upon receipt of any of the following: (i) A sworn statement of the Borrower confirming the satisfaction of all the conditions set forth in Section 3.1 of the Loan Agreement with evidence of executed loan documents and unit pledge agreement to the Lender of Atlantic Natural Food, LLC units; and (ii) a Joint Direction, signed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, directing the Escrow Agent to pay the Escrow Funds in a specified manner; or (iii) an order of a court of competent jurisdiction directing the Escrow Agent to pay the Escrow Funds in a specified manner, whereupon the Escrow Agent shall promptly pay the Escrow Funds to complete such amount of (x) Tranche 1 of the membership purchase agreement for the purchase of units of Atlantic Natural Foods, LLC; (y) Tranche 2 . the acquisition of all the remaining issued and outstanding units in Atlantic Natural Foods, LLC pursuant to the Share Purchase Agreements; the initial collateral required to increase the Royal Bank of Canada led syndicated ABL line of credit; provided that if by January 20, 2023 or any other term agreed by the Parties the Pledge has not been perfected, the monies of the Tranche 1 will be reverted to Borrow in a term not to exceed 3 business days.

Release of Escrow Amount. If on the date of closing of the Offerings (as more fully described in the Registration Statement) the Escrow Agent has received from the Company or Sandler a certificate stating that the Company has received subscriptions or purchase orders in the Offerings for at least 4,165,000 Shares and that the Offerings have closed, then the Escrow Agent is hereby authorized and instructed to: (a) first, upon receipt of the written confirmation from Sandler or the Company set forth in, and otherwise in accordance with, Section VII, distribute to purchasers in the community and syndicated community offerings, out of the Escrow Amount deposited, amounts with respect to purchase orders which the Company has rejected in accordance with Section IV, without interest thereon; (b) second, after making the distributions required in paragraph (a) above, distribute to itself amounts from the Escrow Amount equal to the amounts owing to it pursuant to Section XI (if any); (c) third, after making the distributions required in paragraphs (a) and (b) above, pay to Sandler or any selected dealer out of the Escrow Amount an amount equal to Sandler's or such selected dealer's fees described in the Registration Statement (upon receipt of instructions from the Company as to such persons and amounts to be paid); and (d) fourth, after making the distributions required in paragraphs (a), (b) and (c) above, pay to the Company the Escrow Amount held by the Escrow Agent in the Escrow Account.