Termination of Escrow Clause Samples

Termination of Escrow. In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

Termination of Escrow. This Agreement and the Escrow created hereunder shall be terminated as provided in paragraph 8 hereof or as of the date (the “Termination Date”) one year and one day following the date upon which the Securities and Exchange Commission authorizes the Offering (the “Offering’s Effective Date”), provided; however, that if prior to Termination Date, the Company has sold membership units equal to the minimum offering amount and the Company has advised the purchasers of those membership units to remit to the Escrow Agent the balance of the purchase price, then the Escrow may continue beyond the Termination Date until all Funds have been paid and the conditions for releasing the Funds have been satisfied. In no event shall this date be later than three (3) months following the Termination Date. The Company shall notify Escrow Agent of the Offering’s Effective Date within thirty (30) days of the receipt of notice of the Offering’s Effective Date from the Securities and Exchange Commission.

Termination of Escrow. The escrow provided for hereunder shall terminate upon the earlier to occur of the following: (a) upon the mutual written consent of Regency and HEP (written notice of which shall be given to Escrow Agent); or (b) upon the later of (i) the disbursement of all of the Escrow Amount pursuant to Section 4 of this Agreement and (ii) the disbursement of all of the Diamond Y Escrow Amount pursuant to Section 4 of this Agreement.

Termination of Escrow. This Escrow Agreement shall terminate and the Escrow Agent shall have no further duties hereunder upon the distribution of all of the Escrow Funds and Escrow Shares.

Termination of Escrow. This Agreement and the Escrow created hereunder shall be terminated as provided in paragraph 7 hereof or as of the date in calendar year 2007 (the “Termination Date”), which is one year and one day following the date in calendar year 2006 upon which the Securities and Exchange Commission authorizes the Offering (the “Offering’s Effective Date”). The Company shall notify Escrow Agent of the Offering’s Effective Date within thirty (30) days of the receipt of notice of the Offering’s Effective Date from the Securities and Exchange Commission.

Termination of Escrow. Unless sooner terminated pursuant to Section 7 below, this Agreement and the Escrow Account created hereunder shall terminate as of the date, which is one year and one day following the date upon which the Commission authorizes the Offering (the “Offering Effective Date”) or later if the Commission, upon the request of the Company, extends the effectiveness of the Offering beyond the initial one year and one day period of effectiveness (the “Termination Date”); provided, however, that if prior to the Termination Date, the Company has accepted subscriptions for Units equal to the Minimum Escrow Deposit, and the Company has advised the Subscribers for those Units to remit to the Escrow Agent the balance of the purchase price, then the Escrow Account may continue beyond the Termination Date until all amounts payable by such Subscribers have been paid and the conditions for releasing the Escrow Funds have been satisfied. In no event shall this date be later than three (3) months following the Termination Date.

Termination of Escrow. (a) On the first Business Day following the date that is twenty-four (24) months after the Closing (the “Escrow Release Date”), unless any Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, in which event any disbursement with respect to the Indemnification Amount of such Claim will be governed by Section 3(c), the Escrow Agent shall promptly disburse all Escrowed Shares in the Escrow Fund to the Shareholders’ Representative for distribution to the Former SICO Shareholders in accordance with their respective Pro Rata Percentages, and all Escrowed Cash in the Escrowed Fund to SpinCo. (b) Notwithstanding anything to the contrary in Section 3(a), if prior to the Escrow Release Date, there is a Resolution of Transaction-Related Claims, the Company and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent authorizing the Escrow Agent to distribute (i) first, Escrowed Shares to the Shareholders’ Representative, for distribution to the Former SICO Shareholders in accordance with their Pro Rata Percentage, and (ii) second, Escrowed Cash to SpinCo, so that after giving effect to any such distribution, there remains in the Escrow Fund a combination of Escrowed Shares and Escrowed Cash having aggregate value of $7,500,000, plus an amount equal to the amount by which the aggregate Indemnification Amount of any pending Claims exceeds $3,000,000, with the Market Value of any Escrowed Shares to be determined as of the date of Resolution of Transaction-Related Claims. For purposes of this Escrow Agreement, “Resolution of Transaction-Related Claims” shall mean that as of the 60th day after the date of this Escrow Agreement, no Transaction-Related Claims are pending or, if as of the 60th day after the date of this Escrow Agreement, one or more Transaction-Related Claims are pending, all such Transaction-Related Claims have thereafter been settled by the applicable parties thereto or there has been a final judgment with no further right to appeal by a court of competent jurisdiction with respect to such Transaction-Related Claims and all the indemnification obligations related to such Transaction-Related Claims as set forth in the Merger Agreement have been satisfied.

Termination of Escrow. This Escrow Agreement shall begin upon the date hereof and shall terminate upon the earlier of (i) the conversion of the full amount of the Debentures; (ii) the Expiration Date of the Warrants; or (iii) the Maturity Date of the Debentures. Upon the termination of the Escrow Agreement, the Escrow Agent shall return any unconverted Debenture Escrow Shares to the Company.

Termination of Escrow. Interest earned on the ▇▇▇▇▇▇▇ Money under this Agreement shall become additional ▇▇▇▇▇▇▇ Money.