Distribution by Escrow Agent Sample Clauses

Distribution by Escrow Agent. The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by the Buyer and each of the Indemnifying Members and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Indemnifying Members, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof.
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Distribution by Escrow Agent. The Escrow Agent shall distribute the Indemnification Escrow Shares only in accordance with (i) a written instrument delivered, pursuant to Section 6.2(c) of the Merger Agreement or otherwise, to the Escrow Agent that is executed by both the Buyer and the Representative and that instructs the Escrow Agent as to the distribution of some or all of the Indemnification Escrow Shares, (ii) a determination of an arbitrator pursuant to Section 6.2(e) of the Merger Agreement, a copy of which is delivered to the Escrow Agent by either the Buyer or the Representative, that instructs the Escrow Agent as to the distribution of some or all of the Indemnification Escrow Shares, or (iii) the provisions of Section 3(b) hereof.
Sample 1
Distribution by Escrow Agent. The Escrow Agent shall distribute Escrow Shares only in accordance with (i) the provisions of Section 4(b) and Section 5 hereof; (ii) the provisions of Section 6 hereof; (iii) a written instrument delivered to the Escrow Agent that is executed by (x) the Company and (y) LAST NAME or the Sellers’ Representative, and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iv) an order of a court of competent jurisdiction or an award of an arbitrator engaged by the Company and LAST NAME to resolve a dispute, a copy of which is delivered to the Escrow Agent by either the Company, LAST NAME, or the Sellers’ Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares.
Sample 1

Related to Distribution by Escrow Agent

  • Acceptance by Escrow Agent The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

  • Allocation by Agent If offers are made by two or more Banks with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

  • Distribution by Administrative Agent If in the opinion of the Administrative Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Administrative Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

  • Resignation and Termination of the Escrow Agent The Escrow Agent may resign at any time by giving 30 days’ prior written notice of such resignation to Underwriter and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such 30-day period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing Investors checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such written designation signed by Underwriter and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this Section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

  • Resignation of the Escrow Agent The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

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