Termination of Escrow Agreement Sample Clauses

Termination of Escrow Agreement. The Escrow Agent's responsibilities hereunder shall terminate upon the earliest to occur of the termination of the Purchase Agreement, the termination or rescission of this Agreement by mutual consent of the Company and the Purchaser, the disbursement of the Escrow Property into court under Section 5 hereof, and the resignation of the Escrow Agent under Section 6(h) hereof.

Termination of Escrow Agreement. 5.1 The Escrow Agreement shall terminate upon the final disbursement of all funds held by the Escrow Agent hereunder, but not later than the Termination Date. If the funds have not been disbused pursuant to Section 4 on or before the close of business on the Termination Date, the Escrow Agent shall, without demand or direction from the Company, return the Escrow Funds (upon verification that such funds have been collected), with interest, to the Subscribers whose names have previously been provided to the Escrow Agent within fifteen (15) banking days after such date. Said disbursement to Subscribers shall be of their original capital investment with interest at 3% per annum calculated on an actual over 365 day basis, but without penalty or deduction. The Escrow Agent will not under any circumstances be required to risk or pay out any of its own money while carrying out its duties under the Escrow Agreement. 5.2 The Company shall have the option to extend the Minimum Subscription Termination Date and the Termination Date and the term of this Escrow Agreement one or more times by providing Minimum Subscription Termination Date or the Extension Notice in substantially the form attached hereto as Exhibit A. The Extension Notice shall state that the Termination Date has been extended consistent with the terms and conditions of the offering and shall specify the period of time for which the extension is effective. The Minimum Subscription Termination Date and the Termination Date may not be extended by the Company beyond ____________, 1999.

Termination of Escrow Agreement. Unless otherwise provided in this Agreement, final termination of this Agreement shall occur on the earliest of the date that (a) all funds held in the Escrow Account are distributed either to the Company or to Subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account, (b) all funds held in the Escrow Account are distributed to a successor escrow agent upon written instructions from the Company or (c) the Escrow Agent receives written notice from the Company that the Company terminated the Offering and any funds held in the Escrow Account are distributed in accordance with this Agreement. After the termination of this Agreement, the Company shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective Subscribers.

Termination of Escrow Agreement. This Escrow Agreement shall terminate when all funds in the Escrow Account have been paid to US Mag for Eligible Expenses, or, prior to that, upon agreement of US Mag and EPA, in which case such agreement shall specify how any remaining funds in the Escrow Account will be paid.

Termination of Escrow Agreement. This Agreement shall terminate and the Escrow Agent shall have no further duties hereunder upon the distribution of all of the Escrowed Proceeds pursuant to the terms and conditions hereof.

Termination of Escrow Agreement. This Escrow Agreement shall be terminated when no Collateral remains subject hereto. In addition, upon proper release of any Collateral to Escrower or Escrowee in accordance with the terms of this Escrow Agreement, such released Collateral shall no longer be subject to this Escrow

Termination of Escrow Agreement. (a) Notwithstanding anything in the Escrow Agreement to the contrary, and subject to HealthCore's receipt of the Required Stockholder Vote, on the Termination Closing Date the Escrow Agreement shall be deemed terminated, and of no further force or effect, with respect to the Participating Escrow Shareholders, only, and all of the Released Shares shall be distributed to the Participating Escrow Shareholders, without the restrictive legend described in Section 9(a) of the Escrow Agreement that is currently contained on the certificates representing the Escrow Shares shall be deleted. By the execution of this Agreement, each Participating Escrow Shareholder authorizes and directs the Escrow Agent under the Escrow Agreement to deliver all certificates for the Escrow Shares to HealthCore, at a location in New York City specified by HealthCore upon receipt from HealthCore of a letter verifying that the Required Stockholder Vote has been obtained. Upon its receipt thereof, HealthCore shall, within ten (10) business days thereafter, deliver to each Participating Escrow Shareholders the number of Released Shares to which such Participating Escrow Shareholder is entitled as more particularly set forth on Schedule 1.1 hereto. (b) Notwithstanding anything contained herein to the contrary, this Agreement shall be binding upon, and shall inure to the benefit of only those parties who have executed this Agreement. The Non-Participating Escrow Shareholders shall have no rights, of any kind or nature, under this Agreement, and such Non-Participating Escrow Shareholders and the shares of HealthCore Common Stock owned by the Non-Participating Escrow Shareholders that are held in escrow, shall remain subject to the all of terms and conditions of the Escrow Agreement.

Termination of Escrow Agreement. This Agreement shall terminate upon the distribution of all of the Escrowed Funds by the Escrow Agent pursuant to this Agreement.

Termination of Escrow Agreement. (a) This Agreement shall terminate upon the earlier to occur of: (i) the second anniversary of the Closing Date; and (ii) the distribution of all of the Escrow Funds by the Escrow Agent pursuant to this Agreement (the earliest to occur of (i) and (ii) above being hereinafter referred to as the "Escrow Expiration Date"); provided, however, that if there are any unresolved or unsettled claims pursuant to Sections 3.1 or 3.2 of the Merger Agreement and/or Section 2 of this Agreement outstanding on the last day of the foregoing two (2) year period, this Agreement will not terminate until the resolution of all such Claims; and provided further that the indemnification provisions of Sections 2(b)(ii) and 2(b)(iii) hereof shall survive for so long as the Company has any obligation to the Stockholders, whether fixed or contingent, in respect of the Atlas Adjustment. (b) As soon as practicable after the Escrow Expiration Date, the Escrow Agent shall promptly deliver to the Stockholders out of the Escrow Account the excess, if any, of the total amount remaining in the Escrow Funds over the sum of all amounts under unresolved or unsettled Claims then outstanding, and the Escrow Agent shall continue to retain in the Escrow Funds all such amounts under unresolved or unsettled Claims then outstanding, subject to the terms of this Escrow Agreement until resolution of such Claims. Payments from the Escrow Funds to the Stockholders shall be made to the Stockholders in accordance with the escrow percentages listed on EXHIBIT A hereto.