Common use of Release of Escrow Amount Clause in Contracts

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. (a) Upon delivery, at Promptly (and in any time on or before the date which is one hundred eighty (180event within 2 Business Days) days following the Closing Date (First Escrow Release Date, the “Escrow Period”), Releasor Representative and the Releasee Representative shall execute and deliver to the Escrow Agent and a Joint Instruction directing 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 pay to the provisions of this Schedule B, cause to be disbursed to Selling Entity a portion of Releasors from the Escrow Amount Account an amount equal to forty million U.S. dollars ($500,000 for each Restricted Branch (plus Escrow Earnings relating 40,000,000.00) by wire transfer of immediately available funds pursuant to the wire instructions set forth in such amount) that is the subject of such Officer’s Certificatejoint written instruction. (b) Within three Promptly (3and in any event within 2 Business Days) Business Days of following the end of Second Escrow Release Date, the Escrow Period (Releasor Representative and the “Escrow Termination Date”), Buyer Releasee Representative shall execute and deliver to the Escrow Agent and a Joint Instruction directing 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 to pay to the Releasors any amounts then remaining in the Escrow Account (which, for the avoidance of doubt, shall cause include any interest earned on the funds held in the Escrow Account less any expenses of the Escrow Agent to be disbursed paid out of the Escrow Account in accordance with the terms of the Escrow agreement). (c) In the event that, prior to the occurrence of the First Escrow Release Date or the Second Escrow Release Date, a Final Determination has been entered in favor of, or the Releasors have entered in a legally binding and enforceable settlement agreement with, the State of Georgia pursuant to which the State of Georgia (together with its successors and assigns, the “State Parties”) (i) is entitled to Buyer a portion receive payment in respect 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 any Third-Party Claims and (ii) expressly releases Releasees from any liability to Selling Entity the remainder State Parties in respect of any Third-Party Claims (and provided that Releasees are express third-party beneficiaries of such release) (a “State Settlement Agreement,” and any such amounts owed to any State Parties pursuant to such Final Determination or State Settlement Agreement, a “State Award”), then the Releasor Representative and the Releasee Representative shall execute and deliver to the Escrow Agent a Joint Instruction directing the Escrow Agent to pay to (x) such State Parties the lesser of (1) the amount owed to such State Parties pursuant to such Final Determination or State Settlement Agreement and (2) the amount of funds then remaining in the Escrow Account (which, for the avoidance of doubt, shall include any interest earned on the funds held in the Escrow Account less any expenses of the Escrow Amount Agent to be paid out of the Escrow Account in accordance with the terms of the Escrow Agreement) and (plus y) the Releasors the amount of funds (if any) remaining in the Escrow EarningsAccount following the payment described in the foregoing clause (x). 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 For the avoidance of ___ doubt, 2007, the foregoing shall not relieve the Releasors of their obligation to indemnify and hold harmless the Releasees in accordance with the terms of Sections 8 and 11 from and against any losses incurred by and among Check Mart the Releasees with respect to the portion of Florida, Inc., a Delaware corporation (“Assignee”), and CCS Financial Services, Inc., a Florida corporation, (any State Award in excess of the “Assignor”). Assignor and Assignee are entering into this Agreement pursuant to that certain Asset Purchase Agreement, dated as amount 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 funds remaining in the Purchase AgreementEscrow Account at the time of such State Award.

Release of Escrow Amount. (a) Upon delivery, at any time on or before Within seven (7) business days of the date which hereof, Kaiser is one hundred eighty (180) days following required pursuant to the Closing Date terms of that certain Agreement (the “Escrow Period”"Kaiser Agreement") of even date herewith between Kaiser and Shaw Constructors (a/k/a Uni▇▇▇ Crafts, Inc., a Shaw Group Company) ("Shaw"), ▇▇ commence an audit ▇▇ certain outstanding invoices of Shaw related to the Escrow Agent and performa▇▇▇ of work at the Selling EntityEl Dorado Nitrogen nitric acid plant site in Baytown, of a certificate signed by any officer of Buyer Texas (an “Officer’s Certificate”the "Project') stating that Buyer has received prior to January 30, 1999 (ithe "Audit"). Subject to Sections 2.1(b) an Estoppel and Consent Certificate for a Restricted Branch and (ii) an assignment document to evidence the assignment to Buyer c), following completion of the Unexpired Lease for such Restricted BranchAudit, each in form and substance reasonably satisfactory to Buyer, Escrow Agent shall, no later than the date that Kaiser is three (3) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject required pursuant to the provisions of this Schedule B, cause Kaiser Agreement to notify EDNC in writing (a "Kaiser Disbursement Notice") that certain funds in the Escrow Account are to be disbursed released and paid to Selling Entity a Shaw, if the results of the ▇▇▇▇t indicate that amounts are undisputed and are due and payable to Shaw. Upon EDNC's receipt o▇ ▇ Kaiser Disbursement Notice indicating that any portion of the Escrow Amount equal Funds is to $500,000 for each Restricted Branch be paid to Shaw, EDNC, EDCC and Bayer s▇▇▇▇ in writing promptly advise the Escrow Agent (plus "Escrow Earnings relating to such amountRelease Notice") that is the subject amount set forth in such Kaiser Disbursement Notice shall be paid to Shaw by the Escrow Agent by ▇▇▇ second business day following receipt by the Escrow Agent of such Officer’s CertificateEscrow Release Notice. (b) Within three (3) Business Days The Kaiser Agreement provides that in the event that amounts payable to Shaw remain in dispute after ▇▇▇pletion of the end Audit, Kaiser and Shaw shall have thirty days ▇▇ ▇ttempt to resolve such dispute, and if the dispute is resolved within such thirty day period, then the procedures described in clause (a) above following completion of the Audit shall apply. (c) The Kaiser Agreement provides that in the event that Kaiser and Shaw are unable to resolve t▇▇▇▇ dispute within the thirty-day period described in clause (b) above, the dispute shall be submitted to binding arbitration, and upon receipt of a certified copy of the decision of the arbitrator(s), EDNC, EDCC and Bayer shall promptly provide the Escrow Agent with an Escrow Release Notice, directing the Escrow Agent to pay to Shaw on the second business ▇▇▇ following receipt by the Escrow Agent of such Escrow Release Notice, the amount that the arbitrator(s) have awarded to Shaw, to the extent not in e▇▇▇▇s of the Escrow Period Amount. (d) Following resolution of the “amounts in dispute between Kaiser and Shaw and payment to Shaw by ▇▇▇ Escrow Termination Date”Agent pur▇▇▇▇t to clause (a), Buyer (b) or (c) above, as applicable, the Escrow Agent shall deliver distribute the remainder of the funds constituting the Escrow Amount to EDNC, and EDNC shall pay such funds to itself or Kaiser, as required pursuant to Section 5 of the Global Agreement. In addition, such distributions may be made to EDNC at any time prior to the resolution of the dispute between Kaiser and Shaw if EDNC directs the Esc▇▇▇ Agent to make such distributions pursuant to an Escrow Release Notice and certifies to the Escrow Agent in writing that Shaw has provided written co▇▇▇▇t to such release of funds to EDNC and that the Selling Entity an Officer’s Certificate stating which results of each Remaining Branch is a Terminated Branch, and within 3 Business Days of receipt the Audit provide that such distributions should be made to EDNC or Kaiser. EDNC shall immediately pay to Kaiser any portion of such Officer’s Certificate, Escrow Agent shall cause distributions to be disbursed (i) to Buyer a portion which it is entitled in accordance with the results 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 NoAudit.: 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.