Distribution of the Escrow Fund. The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to make distributions from the Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows:
Distribution of the Escrow Fund. No later than five (5) days following the date which is one hundred and twenty (120) days following the Closing Date (the “Termination Date”), the Escrow Agent shall pay and distribute to Seller, subject to the remaining terms of this Section 5(b), all of the Escrow Fund (including all interest earned thereon) pursuant to wire instructions provided by Seller. Notwithstanding the foregoing, if Buyer has previously delivered to the Escrow Agent a Project Claim Notice and no disbursement of the Escrow Fund was made prior to the Termination Date in accordance with such Project Claim Notice pursuant to Section 5(a)(i) or 5(a)(ii), the Escrow Agent shall retain in the Escrow Fund after the Termination Date an amount equal to the amount of Project Claimed Adjustment covered by such Project Claim Notice. Any funds so retained in escrow shall be disbursed only in accordance with the terms of Sections 5(a)(i) or 5(a)(iii) hereof. Notwithstanding the foregoing, in the event that Seller delivers a Project Objection Notice and Buyer fails to deliver a notice to the Arbitrator requesting the commencement of arbitration proceedings (the “Commencement Notice”) within fourteen (14) days following the termination of the fourteen (14) day period described in Section 5(a) hereof, Seller shall so notify the Escrow Agent (“Notice of Failure to Submit”) who shall deliver a copy of the Notice of Failure to Submit to Buyer. Should Buyer fail to execute and deliver to the Escrow Agent within three (3) days of delivery of the copy of the Notice of Failure to Submit, an affidavit stating that it has delivered to the Arbitrator the Commencement Notice within the fourteen (14) day period described in the preceding sentence, the Escrow Agent shall pay and distribute to Seller the Escrow Fund (including all interest earned thereon), pursuant to wire instructions provided by Seller, as if no Project Claim Notice had been filed.
Distribution of the Escrow Fund. (a) The Escrow Agent is authorized to disburse or distribute the Escrow Fund as follows, unless otherwise retained in accordance with Section 5(b) below:
Distribution of the Escrow Fund. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., Pacific time, on the Survival Date (such period, the “Escrow Period”).
Distribution of the Escrow Fund. 4.1 The Escrow Agent shall disburse the Escrow Fund, in whole or in part, only upon receipt of joint written instructions executed on behalf of Buyer and Seller or at the direction of the arbitrators to be selected pursuant to Section 12.3 of the Purchase Agreement or at the direction of a court of competent jurisdiction.
Distribution of the Escrow Fund. The Escrow Agent shall continue to hold the Escrow Fund until it has received notification signed by the Seller and the Purchasers directing distribution of all or part of the Escrow Fund.
Distribution of the Escrow Fund. (a) From time to time on or before October 15, 2003 (the "Escrow Termination Date"), in the event that a VitalStream Indemnitee shall desire to claim (each, a "Claim") a right to payment of an indemnifiable Loss pursuant to Section 8 of the Purchase Agreement, VitalStream shall, on behalf of such VitalStream Indemnitee, give written notice (each, a "Claims Notice") to Hosting and the Escrow Agent specifying in reasonable detail the nature and dollar amount of such Claim and the Fair Market Value of an Escrow Share as determined on the day immediately prior to the date on which such Claims Notice is sent by VitalStream. VitalStream shall also deliver to the Escrow Agent evidence, satisfactory to the Escrow Agent in its sole discretion, of the date of the receipt by Hosting of the Claims Notice regarding such Claim.
Distribution of the Escrow Fund. 4.1 The Escrow Fund shall be disbursed by the Escrow Agent as follows:
Distribution of the Escrow Fund. 4.1 Prior to the Drop Dead Date, the Escrow Agent will disburse the Escrow Fund upon receipt of joint written instructions executed on behalf of both the Borrower and the Lender certifying that the closing of the Loan Transaction is taking place and directing the Escrow Agent as to how to distribute the Escrow Fund (the “Closing Notice”). If no Closing Notice has been received by the Escrow Agent as of the close of business on the day immediately preceding the Drop Dead Date, then on or promptly after the Drop Dead Date the Escrow Agent will disburse the Escrow Fund to the Lender in accordance with the written instructions of the Lender. The Escrow Agent shall have no discretion in determining when or to whom to release the Escrow Fund.
Distribution of the Escrow Fund. 4.1 The Escrow Agent shall disburse the Escrow Fund, in whole or in part, (i) upon receipt of joint written instructions executed on behalf of Buyer and Seller, (ii) upon receipt of Buyer's written instructions accompanied by a written certification from Buyer that such distribution is to be paid to a taxing authority pursuant to a negotiated settlement to release one or more tax liens on the Assets to be Acquired existing at Closing or to avoid foreclosure on the Assets to be Acquired pursuant to any such tax liens, (iii) on the last day of the 36th month after the date hereof, (iv) at the direction of the arbitrators to be selected pursuant to Section 11.3 of the Purchase Agreement or (v) at the direction of a court of competent jurisdiction. The Escrow Agent may, at any time, deposit the Escrow Fund with such arbitrators or court, and upon such deposit, the Escrow Agent shall be relieved of any further liability or responsibility with respect thereto.
