Release of Escrow Property Sample Clauses
The Release of Escrow Property clause defines the conditions and procedures under which property or funds held in escrow are to be delivered to the appropriate party. Typically, this clause specifies the events or documentation required to trigger the release, such as the completion of contractual obligations or receipt of certain approvals. Its core function is to ensure that the transfer of escrowed assets occurs only when agreed-upon criteria are met, thereby protecting the interests of all parties and reducing the risk of premature or improper release.
Release of Escrow Property. Pursuant to the Escrow Agreement, upon delivery by the Escrow Issuer to the Escrow Agent and the Trustee, not later than the Outside Date, of an officer’s certificate (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied:
(1) the transactions which upon consummation thereof will result in the Separation and Distribution are being initiated, and it is anticipated that the Separation and Distribution will be consummated promptly (which may be on the day, or Business Day, following the Effective Date) on or following the release of funds from the Escrow Account;
(2) there being no Event of Default pursuant to Section 6.01(6) or Section 6.01(7) hereunder;
(3) the completion of the Assumption and, as soon as commercially practicable thereafter, the Merger; and
(4) the term loan lenders for the “term loan B” facilities under the Senior Credit Facilities have funded, or substantially concurrently will be funding, the term loans thereunder in an aggregate principal amount of (i) $3,000 million in respect of the U.S. dollar denominated facility and (ii) €750 million in respect of the Euro denominated facility, in each case less any applicable discounts, fees and expenses, the funds in the Escrow Account shall be released to the Escrow Issuer or its designee pursuant to payment instructions provided by the Escrow Issuer (the date on which such funds are released, the “Escrow Release Date”). Any excess funds remaining in the Escrow Account after the Special Mandatory Redemption and payment of any fees and expenses of the Trustee and Escrow Agent will be released to the Escrow Issuer or its designee pursuant to payment instructions provided by the Escrow Issuer. Upon release of the Escrowed Property from the Escrow Account, the security interest granted in favor of the Trustee and the Escrow Agent, shall automatically be released.
Release of Escrow Property a. Promptly after the General Fund Termination Date, the Escrow Agent shall distribute to the Indemnifying Stockholders the difference between (x) 80% of the initial Escrow Property (plus any Buyer Common Stock in respect thereof or in exchange therefor) and (y) any Escrow Property (or Buyer Common Stock in respect thereof or in exchange therefor) previously distributed to the Indemnified Persons pursuant to Section 4 hereof in respect of claims made pursuant to Sections 6.1(a), 6.1(b) and/or 6.1(c) of the Merger Agreement. Notwithstanding the foregoing, if an Indemnified Person has previously given a Claim Notice pursuant to Sections 6.1(a), 6.1(b) and/or 6.1(c) of the Merger Agreement which has not then been resolved in accordance with Section 4 hereof or Section 6.2 of the Merger Agreement (as applicable), the Escrow Agent shall retain in the Escrow Account an amount of Escrow Property having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved (subject to the limitations set forth in Section 4(c)). Any Escrow Property so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.
b. Promptly after the Intellectual Property Termination Date, the Escrow Agent shall distribute to the Indemnifying Stockholders the difference between (x) 5% of the initial Escrow Property (plus any Buyer Common Stock in respect thereof or in exchange therefor) and (y) any Escrow Property (or Buyer Common Stock in respect thereof or in exchange therefor) previously distributed to the Indemnified Persons pursuant to Section 4 hereof in respect of claims made pursuant to Section 6.1(d) of the Merger Agreement. Notwithstanding the foregoing, if an Indemnified Person has previously given a Claim Notice pursuant to Section 6.1(d) of the Merger Agreement which has not then been resolved in accordance with Section 4 hereof or Section 6.2 of the Merger Agreement (as applicable), the Escrow Agent shall retain in the Escrow Account an amount of Escrow Property having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved (subject to the limitations set forth in Section 4(c)). Any Escrow Property so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.
c. Promptly after the Tax Termination Date, the Escrow Agent shall distribute to the Indemnifying Stockholders all of the Escrow Property then...
Release of Escrow Property. Upon the satisfaction of the Escrow Conditions on or prior to the Outside Date the Escrow Property will be released in accordance with the terms of the Escrow Agreement.
Release of Escrow Property. (a) Escrow Agent shall disburse Escrow Property from time to time, upon receipt of, and in accordance with, a Joint Written Direction. Such Joint Written Direction shall set forth the number the shares to be released (“Released Shares”). Upon receipt of a Joint Written Direction, Escrow Agent shall instruct American Stock and Transfer & Trust Company, LLC, as Depositor’s transfer agent (in such capacity, “Transfer Agent”) to updated the book entry for the Released Shares to remove the second and third of the three legends listed in Section 3. The book entry for the remaining Escrowed Shares shall continue to reflect the legends set forth in Section 3 and remain part of the Escrow Property. Such Released Shares and any dividends thereon shall then be released from the Escrow Property and delivered to Recipient, as set forth on Schedule A. Any and all releases under this Section 5 shall be made within five (5) Business Days of Escrow Agent’s receipt of a Joint Written Direction.
(b) If there is any amount of undisbursed or unclaimed Escrow Property on the Termination Date (as defined in Schedule A hereto) (the “Unpaid Escrowed Shares”), and if Escrow Agent shall not have received a Joint Written Direction no later than five (5) days after the Termination Date (as defined in Schedule A hereto), Depositor shall be automatically deemed to exercise a call in to redeem the Unpaid Escrowed Shares at $0.000001 per share, pursuant to which Escrow Agent shall deliver the Unpaid Escrowed Shares to Transfer Agent, who shall cancel such Unpaid Escrowed Shares and deliver the funds for such Unpaid Escrowed Shares to Recipient by check mailed to the address set forth on Schedule A.
Release of Escrow Property. The Escrow Agent shall disburse the Escrow Property, as follows:
(a) Provided that the Escrow Agent shall have received a signed copy of the Settlement Certificate, the Subscription Shares and the Subscription Payment, all as aforesaid, on each Settlement Date:
(i) the Escrow Agent shall transmit to the Company the amount equal to the payment specified in the Settlement Certificate under "Net Proceeds to the Company", via wire transfer, to the account designated by the Company on Exhibit D (the "Company Account") and
(ii) the Escrow Agent shall cause (A) physical delivery of certificates evidencing the Subscription Shares to be made to the Purchaser at the address specified in Section 9 hereof, or, if the Escrow Agent holds the Shares in electronic form, (B) delivery thereof via DWAC, to the account designated by the Purchaser on Exhibit E (the "Purchaser Account").
(b) In the event the Escrow Agent has not received all of the Escrow Property required to be delivered to it prior to an applicable Settlement Date, and such failure continues for three business days thereafter, the Escrow Agent may, upon notice to each of the parties, (i) return any Escrow Property then under its custody to the party from whom such Escrow Property was received, in such manner as the Escrow Agent reasonably deems appropriate or (ii) take action pursuant to Section 5 hereof.
Release of Escrow Property. Upon the satisfaction of the Escrow Conditions, the Escrow Property will be released to the Company, in accordance with the terms of the Escrow Agreement, but shall be pledged to secure the Notes pursuant to the Security Documents.
Release of Escrow Property. Upon delivery of the Escrow Release Request, the Escrow Agreement provides that the Escrow Agent will cause the release of the proceeds of such Escrow Property to or on the order of the Issuer on the Escrow Release Date in accordance with the terms of the Escrow Agreement.
Release of Escrow Property. Upon the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Date as provided in the Escrow Agreement, the Escrow Property will be released in accordance with Section 5(a) of the Escrow Agreement and upon such release, the Notes shall no longer be subject to mandatory redemption pursuant to Section 3.12 hereof.
Release of Escrow Property. The Escrow Agent shall disburse the Escrow Property as follows:
(a) If either:
(i) the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $4.5 million (exclusive of any charges attributable to this Escrow Agreement); or
(ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is less than $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the, Investors in the form of Exhibit C hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Investors in accordance with therewith.
(b) If both:
(i) the Company’s “after tax net income” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $4.5 million (exclusive of any charges attributable to this Escrow Agreement); and
(ii) the Company’s “cash flow from operations” for the year ended December 31, 2008, as reported in the Company’s audited financial statements, is at least $3.375 million (exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Escrowee in the form of Exhibit B hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee in accordance with therewith.
(c) If :
(i) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $7.25 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.4375 million, in each case as reported in the Company’s audited financial statements but exclusive of any charges attributable to this Performance Escrow Agreement); then the Placement Agent shall deliver to the Escrow Agent written instructions for the disposition of 222,222 Escrow Shares to the Escrowee in the form of Exhibit B hereto; and the Escrow Agent shall disburse 222,222 Escrow Shares to the Escrowee in accordance therewith;
(ii) The Company’s “after tax net income” for the year ended December 31, 2009 is at least $7 million but less than $7.25 million, and the Company’s “cash flow from operations” for the year ended December 31, 2009 is at least $5.25, ...
Release of Escrow Property. Upon the satisfaction of the Escrow Conditions, including the execution and delivery by each Domestic Restricted Subsidiary of the Issuer required to be a Guarantor of a supplemental indenture in the form of Exhibit B hereto, the Escrow Property will be released to the Issuer, in accordance with the terms of the Escrow Agreement.