Disposition of Escrow Fund. The Escrow Agent shall disburse the Escrow Funds in accordance with the provisions of Appendix B attached hereto and incorporated herein.
Disposition of Escrow Fund. (a) From and after the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against the Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction.
Disposition of Escrow Fund. (a) Escrow Agent shall pay and disburse the Escrow Fund and the Claimed Funds as follows:
Disposition of Escrow Fund. 3.1 All funds on deposit from time to time in the Escrow Fund shall be held, invested and reinvested by the Escrow Agent pursuant to the terms of this Escrow Agreement until the funds therein shall be disbursed in accordance with the terms of this Escrow Agreement.
Disposition of Escrow Fund. Upon receipt of a Joint Release Instruction with respect to the Escrow Fund, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all or part of the Temporary Escrow Amount in accordance with such Joint Release Instruction. If at any time either of the Parties receives a Final Determination, then upon receipt by the Escrow Agent of a copy of such Final Determination from any Party, the Escrow Agent shall (A) promptly deliver a copy of such Final Determination to the other Party and (B) on the fifth (5th) Business Day following receipt by the applicable Party from the Escrow Agent of the Final Determination, disburse to Buyer and/or Holdings, as applicable, part or all, as the case may be, of the Temporary Escrow Amount (but only to the extent funds are available in the Escrow Fund) in accordance with such Final Determination. Subject to the terms of this Section 4(a), the Escrow Agent will act on such Final Determination without further inquiry.
Disposition of Escrow Fund. During the term of this Escrow Agreement, Escrow Agent shall make disbursements from the Escrow Fund upon the receipt of and in accordance with the written instructions of the Company, identifying the amount of the payment and the person(s) to receive payment. At any time and from time to time and, with respect to each individual Indemnitee’s rights hereunder, prior to the sixth anniversary after the termination of such Indemnitee’s Indemnification Agreement, upon delivery to the Escrow Agent of a certificate signed by or on behalf of an Indemnitee and certifying to the Escrow Agent that (i) the date of such certificate is prior to the sixth anniversary after the termination of such Indemnitee’s Indemnification Agreement or that such termination has not yet occurred, (ii) the Company is in default in paying Indemnitee a specified amount which Indemnitee states to be owed under his or her Indemnification Agreement (the “Amount”) and (iii) the Indemnitee has delivered to the Company pursuant to Section 3 of the Indemnification Agreement (a) the notice of Proceeding pursuant to Section 6 of the Indemnification Agreement and (b) the undertaking in substantially the form attached as Exhibit I to the Indemnification Agreement delivered to the Company pursuant to Section 3 of the Indemnification Agreement, the Escrow Agent shall forthwith pay such Amount to the Indemnitee; except that to the extent payments hereunder can be made only from funds held in the form of a deposit or obligation, such payments may he postponed until such deposit or obligation shall have matured. Subject to the foregoing limitations, amounts shall be paid to Indemnitees thirty (30) days after being so certified in the full amount certified until the Escrow Fund is depleted; except that, if at the time such Amount is to be paid (the thirtieth day after certification) other amounts have been claimed during the immediately preceding thrifty (30) days by the same or other Indemnitees and the aggregate Amounts so claimed exceed the assets in the Escrow Fund, the Escrow Agent shall only pay that portion of the Amount then payable determined by multiplying such Amount by a fraction, the numerator of which is the aggregate of funds then in the Escrow Fund and the denominator of which is the aggregate Amounts certified by Indemnitees to be owed but not yet paid to that date. The Escrow Agent shall promptly inform the Company as to Amounts paid to any Indemnitee pursuant to this paragraph 5. Exhibi...
Disposition of Escrow Fund. The Escrow Funds shall be disbursed in accordance with the provisions in paragraphs III.2 - III.5 of the Settlement Agreement and the Settlement Allocation Schedule attached as Exhibit 5 thereto. The Escrow Agent’s sole responsibility is to retain the Escrow Funds until the Escrow Agent: (i) receives Final Order Confirmation Notices from Xxxxxx for each of the Texas Proceedings, the Florida Proceedings, the New York Proceedings, the Iowa Proceedings and the Federal Qui Tam Proceedings, in which event the Escrow Agent shall distribute all of the Escrow Funds, or if a portion of the Escrow Funds have previously been distributed then the Escrow Agent shall distribute the remaining Escrow Funds, or (ii) receives a Final Order Confirmation Notice from Xxxxxx for a particular State Proceeding in which event it will distribute all amounts payable to the state or local government Plaintiffs in the State Proceeding covered by the Final Order Confirmation Notice and retain the remaining Escrow Funds to be further distributed pursuant to this Agreement, or (iii) receives a written instruction executed by each of the Settling Parties directing delivery of the Escrow Fund, in which event the Escrow Agent shall be authorized to disburse the Escrow Fund in accordance with such written instruction, or (iv) is otherwise directed by the United States District Court for the District of Massachusetts as to the distribution of the Escrow Funds, in which event the Escrow Agent shall comply with such court order.
Disposition of Escrow Fund. (a) The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders' Representative, on the first to occur of (i) the issuance of the first audit report following the Closing Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation and (ii) the first anniversary of the Closing Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders Representative.
Disposition of Escrow Fund. (a) In the event that the Final Cash Consideration is less than the Estimated Cash Consideration, Acquiror and Member Representative, within two (2) Business Days after the Final Cash Consideration is finally determined pursuant to Section 2.04 of the BCA, shall give a joint written instruction (“Joint Written Instruction”) to Escrow Agent in substantially the same form of Schedule C attached hereto, authorizing the release of the amount of such deficiency to Acquiror from the Escrow Account to Xxxxxxxx, and authorizing the release of the remaining balance, if any, in the Escrow Account as directed by the Member Representative. In the event that the Final Cash Consideration is equal to or greater than the Estimated Cash Consideration, Acquiror and Member Representative, within two (2) Business Days after the Final Cash Consideration is finally determined pursuant to Section 2.04 of the BCA, shall give a Joint Written Instruction to Escrow Agent to release all amounts in the Escrow Account to either the Member Representative or Acquiror.
Disposition of Escrow Fund. During the term of this Escrow Agreement, Escrow Agent shall make disbursements from the Escrow Fund: (i) to Gold Ribbon upon the receipt of at least $18,000,000 in Escrow Funds; (ii) to the transfer agent of Gold Ribbon if on , 2009 [the termination date of the warrants] less than $18,000,000 in Escrow Funds has been received. Disbursements made by the Escrow Agent, as noted in (i) and (ii) above, will be made only with the written authorization from Gold Ribbon
