Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows:
Distribution of Escrow Funds. (a) Upon the delivery by Expedia to Ctrip of (x) a tax payment receipt issued by the applicable PRC Taxing Authority evidencing that any and all Tax that has been imposed by such PRC Taxing Authority with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement has been paid in full, or (y) a written assessment issued by the applicable PRC Taxing Authority evidencing its determination that no Taxes are due from the Seller in connection with such sale, for all purposes of this Agreement, any and all PRC Taxes that may be imposed with respect to such sale shall be deemed to have been paid and fully settled by Expedia Parties to the applicable PRC Taxing Authority on behalf of the Seller. To the extent that, at the time of the delivery by Expedia to Ctrip of any such tax payment receipt or written assessment pursuant to the foregoing provisions of this Section 6.7(a), all other Taxes imposed by an applicable PRC Taxing Authority and required to be paid with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement have been fully settled (or deemed fully settled) pursuant to this Section 6.7(a) or Section 6.7(b), the Seller and Ctrip shall deliver a Joint Written Instruction to the Escrow Agent as soon as practicable (but in any event within two (2) Business Days) to release the then-remaining funds in the Escrow Fund to the Seller by wire transfer of immediately available funds to the Seller Bank Account.
Distribution of Escrow Funds. The Escrow Funds shall be distributed as follows:
Distribution of Escrow Funds. The Parties shall, within five (5) business days of the date hereof, instruct the Escrow Agent to distribute all of the funds held by the Escrow Agent pursuant to the Escrow Agreement in accordance with the Joint Written Instructions, in the form attached hereto as Exhibit A. Such Joint Written Instructions provide for a distribution of $3,109,000 by the Escrow Agent to LMI and a distribution of the remainder of the funds held by the Escrow Agent as directed by the Sellers’ Representative to Tech Investments and the other Sellers, provided however that if, within those five (5) business days, the Lease has not been assigned as set forth in Section 8 below (or the Parties have not otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises), then $319,364.92 of this amount will remain in escrow until such time as the Lease is assigned (or the Parties have otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises).
Distribution of Escrow Funds. (a) Within two Business Days after the First Release Date, Sellers and Buyer shall, pursuant to the terms of the Escrow Agreement, deliver joint written instructions to the Escrow Agent to distribute to Sellers out of the Indemnity Escrow Funds an amount equal to (i) $75,000,000 (with respect to the Indemnity Escrow Shares, calculated based on the value of the Sellers’ Retained Shares implied by the Closing Purchase Price, after giving effect to any Recapitalization Event) minus (ii) the aggregate amount of all Losses specified in any then-Pending Claims and minus (iii) any Indemnity Payments paid prior to the First Release Date.
Distribution of Escrow Funds. The Parties hereto agree that the Escrow Agent shall hold the Escrow Funds and shall disburse the Escrow Funds only upon the occurrence of any one or more of the following events (each, individually, a "Disbursement Event"):
Distribution of Escrow Funds. With respect to Claims Notices pending as of the Initial Distribution Date or the Final Distribution Date, WiderThan and the Stockholder Representative shall use their reasonable efforts to agree in writing on the Reimbursement Amount with respect to any such pending Claims Notices; provided, that if WiderThan and the Stockholder Representative are not able to agree on the Reimbursement Amount with respect to such Claims Notices by the Final Distribution Date, (x) the provisional Reimbursement Amount for purposes of the calculations in the following sentences of this Section 3.5 shall be the amount claimed by WiderThan in its Claims Notice, plus an estimate of WiderThan's and the Stockholder Representative's maximum legal expenses made by WiderThan in good faith, and (y) the actual Reimbursement Amount determination shall be made by a third-party arbitrator mutually acceptable to the parties within fifteen (15) days of the Final Distribution Date (or, if the parties cannot agree on such third-party arbitrator, each party shall select an accounting firm or investment bank to serve as an arbitrator within five (5) days following the end of the foregoing 15-day period, and such arbitrators shall promptly select a third accounting firm or investment bank to serve as the third arbitrator) and the parties shall arbitrate such determination in New York, New York pursuant to the rules of the American Arbitration Association. Upon the determination of the provisional Reimbursement Amounts in accordance with clause (x) of the proviso in the preceding sentence, at each such time (a) the Escrow Agent shall promptly make arrangements with WiderThan or its transfer agent for the issuance of replacement WiderThan Preferred Stock certificates (or other indicia of ownership) representing Disputed Escrow Shares and Undisputed Escrow Shares (both as hereinafter defined); (b) the Escrow Agent shall retain in escrow pending final determination of the Reimbursement Amounts, the Disputed Escrow Shares, Disputed Escrow Cash (as hereinafter defined, and together with the Disputed Escrow Shares and any other cash or other property distributed or otherwise received in respect thereof or earned thereon, the "Disputed Escrow Funds"); and (c) the Escrow Agent shall promptly issue and deliver to the Participating Ztango Stockholders all remaining Escrow Shares (the "Undisputed Escrow Shares") and to the Non-Purchasing Ztango Stockholders all remaining Escrow Cash (the "Undisputed Escrow...
Distribution of Escrow Funds. Upon receipt of a notice of a Claim by Purchaser as described in Section 5 hereinabove, Escrow Agent shall notify Seller of such Claim and request that Seller provide in writing to Escrow Agent its authorization to either (i) pay to Purchaser from the Escrow Account the amount of such Claim, or (ii) upon receipt of a certificate by a duly authorized representative of Seller that disputes the Claim, Escrow Agent shall retain and continue to hold the funds in the amount of such Claim until the earlier to occur of (a) mutual written instructions from Seller and Purchaser as to the disbursement of such amount, or (b) an final order, decree, or judgment of a court or other tribunal of competent jurisdiction and, if by such order, decree, or judgment, time for appeal has expired and no appeal has been perfected, directing the disbursement of such amount. To the extent the Escrow Agent has been notified of any Claim pursuant to the first paragraph of this Section 6, Purchaser has filed suit against Seller with respect to such Claim no later than 30 days following notice of a Claim, and such Claim is pending (and unresolved) on the date the Holdback Period expires, then an amount (the "Retained Amount") equal to the lesser of:
Distribution of Escrow Funds. If Parent fails to make a Claim on or ---------------------------- prior to the Claim Expiration Time in accordance with Section 5, then as promptly as practicable thereafter the Escrow Agent shall deliver the Escrowed Shares and all other Escrow Funds to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock immediately prior to the Effective Time. If Parent timely makes a Claim, then upon the Escrow Agent's receipt of a Final Instruction, the Escrow Agent shall deliver such portion of the Escrow Funds to Parent as set forth in such Final Instruction and then shall deliver any remaining Escrowed Shares and any other remaining Escrow Funds, on a pro rata basis, to the Stockholders.
