Manner of Payment; Release of Escrow Sample Clauses

Manner of Payment; Release of Escrow. (a) Subject to Section 10.3(d), any indemnification obligations of the Indemnifying Equityholders to any Purchaser Indemnified Parties pursuant to this Article X shall be satisfied by release of funds to the Purchaser Indemnified Parties from the Escrow Fund pursuant to the Escrow Agreement, which release shall accordingly reduce the Escrow Fund.
Sample 1
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Manner of Payment; Release of Escrow. (a) Subject to the terms of this Article VII, any indemnification obligations of the Unitholders to any Buyer Indemnified Parties pursuant to this Article VII shall be satisfied (i) first, to the extent there is a sufficient Escrow Amount, by release of funds to the Buyer Indemnified Parties from the Escrow Amount by the Escrow Agent pursuant to the Escrow Agreement by the joint instructions of Representative and Buyer, which release shall accordingly reduce the Escrow Amount, (ii) following depletion or release of the Escrow Amount to the Unitholders, by the Unitholders on a pro rata basis, provided that Buyer may, in its sole discretion at any time, choose to set-off any indemnification obligations of the Unitholders to any Buyer Indemnified Parties pursuant to this Section against Milestone Payments, Priority Review Voucher Payments, or Royalty Payments payable hereunder.
Sample 1
Manner of Payment; Release of Escrow. (a) Any payment that the Company Equityholders are obligated to make to any Buyer Indemnified Parties pursuant to this Article VII shall be made (i) first, to the extent there are sufficient Escrow Funds, by release of such Escrow Funds to the Buyer Indemnified Parties from the Escrow Account by the Escrow Agent, and the Buyer and the Company Equityholder Representative shall deliver joint written instructions to the Escrow Agent to such effect, (ii) second, to the extent the Escrow Funds are insufficient to pay any remaining sums due, then, solely to the extent permitted hereunder, in accordance with Section 7.9, and (iii) third, to the extent the Escrow Funds and amounts then available under Section 7.9 are insufficient to pay any remaining sums due, then, solely to the extent permitted hereunder (and, for the avoidance of doubt, subject to the limitations set forth in Section 7.5), directly from Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Company Equityholders in accordance with their respective Pro Rata Shares. Any release of Escrow Funds shall be comprised of cash and/or Buyer Common Stock as the Buyer may elect in its sole discretion.
Sample 1
Manner of Payment; Release of Escrow. (a) The Indemnity Escrow Amount shall be available to indemnify, compensate and reimburse the Acquirer Indemnified Parties for any Damages for which they entitled to recover in accordance with the terms of this Article VIII, which will occur through the forfeiture of the applicable portion of the Indemnity Escrow Amount in accordance with the terms of this Section 8.8(a). Each claim that is to be satisfied through the forfeiture of any portion of the Indemnity Escrow Amount pursuant to this Article VIII shall be satisfied by forfeiture on behalf of the indemnifying parties of the Indemnity Escrow Amount with a value equal to the applicable Damages.
Sample 1
Manner of Payment; Release of Escrow. (a) Any payment that the Company Equityholders are obligated to make to any Buyer Indemnified Parties pursuant to this Article VIII shall be made (i) first, to the extent there are sufficient Escrow Funds, by release of such Escrow Funds to the Buyer Indemnified Parties from the Escrow Account by the Escrow Agent, and the Buyer and the Company Equityholder Representative shall deliver joint written instructions to the Escrow Agent to such effect, and (ii) second, to the extent the Escrow Funds are insufficient to pay any remaining sums due, then, at the Buyer’s option (in its sole discretion), all or any portion of such payment may be recovered (x) in cash, directly from the Company Equityholders in accordance with their respective Pro Rata Shares, or (y) in accordance with Section 8.9.
Sample 1
Manner of Payment; Release of Escrow. (a) The Indemnity Escrow Amount shall be available to indemnify, compensate and reimburse the Purchaser Indemnified Parties for any Damages for which they entitled to recover in accordance with the terms of this Section 6 (Indemnification), which will occur through the forfeiture of the applicable portion of the Indemnity Escrow Amount in accordance with the terms of this Section 6.8(a) (Manner of Payment; Release of Escrow). Each claim that is to be satisfied through the forfeiture of any portion of the Indemnity Escrow Amount pursuant to this Section 6 (Indemnification) shall be satisfied by forfeiture on behalf of the indemnifying parties of the Indemnity Escrow Amount with a value equal to the applicable Damages, which cash and shares will be forfeited in the same proportion as the Escrow Cash and the Escrow Shares were held back from the Sellers in accordance with Section 1.3 (Consideration for Shares) and 1.4 (Treatment of Company Options and Company Convertible Securities).
Sample 1
Manner of Payment; Release of Escrow. (a) The Indemnity Escrow Amount shall be available to indemnify, compensate and reimburse the Acquirer Indemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article VIII, which will occur through the forfeiture of the applicable portion of the Indemnity Escrow Funds and release of such portion to the applicable Acquirer Indemnified Parties in accordance with the terms of this Section 8.7. Each claim that is to be satisfied through the forfeiture of any portion of the Indemnity Escrow Funds pursuant to this Article VIII shall be satisfied from the Company Securityholders in accordance with their respective Closing Pro Rata Shares pro rata in proportion to the cash and Indemnity Escrow Shares contributed by such Company Securityholder to the Indemnity Escrow Funds pursuant to 1.3(b); provided, that any Company Securityholder may elect to satisfy any portion of an indemnification claim payable by the forfeiture of Indemnity Escrow Shares in cash instead by providing written notice of such election to the Securityholders’ Agent and Acquirer within three Business Days following the final determination of any such payment obligation pursuant to Section 8.3, and upon receipt of such cash payment by the applicable Acquirer Indemnified Parties from such Company Securityholder, Acquirer and the Securityholders’ Agent shall jointly instruct the Escrow Agent to release from the Indemnity Escrow Funds the corresponding number of Indemnity Escrow Shares to such Company Securityholder. For purposes of determining the number of Indemnity Escrow Shares required to be forfeited and released from the Indemnity Escrow Funds pursuant to this Section 8.7, all Indemnity Escrow Shares included in the Indemnity Escrow Funds shall be valued at the Closing Acquirer Stock Price.
Sample 1
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Manner of Payment; Release of Escrow. (a) With respect to any payment that the Company Stockholders are obligated to make to the Buyer pursuant to Article VII (i) first, to the extent there is sufficient amount available in the Escrow Fund, such payment shall be made by release of funds to the Buyer from the Escrow Fund by the Escrow Agent within two (2) Business Days after the date written notice of any sums due and owing is delivered to the Escrow Agent pursuant to the Escrow Agreement by the joint instructions of Company Equityholder Representative and the Buyer, which release shall accordingly reduce the Escrow Fund, and (ii) second, to the extent the Escrow Funds are insufficient to pay any remaining sums due, then the Buyer shall have the option to (A) set off such amount in accordance with Section 7.6 or (B) receive payment from each Company Stockholder (on a several and not joint basis) by wire transfer of immediately available funds within ten (10) Business Days after the determination of the amount of Losses thereof; provided, that, in the event that at the time that such indemnification payment is due a Milestone Event has occurred but the corresponding Milestone Payment has not been made by the applicable member of the Milestone Rights Group, then the Buyer or any Affiliate thereof shall set off the amount of any such indemnification claim against such Milestone Payment in accordance with Section 7.6.
Sample 1

Related to Manner of Payment; Release of Escrow

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to Holdings or RMCO in an amount equal to the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include Holdings, RMCO, or RIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Release of Escrow Shares The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ---- any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "Release Notice") setting forth the number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Release of Claims Agreement The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form mutually acceptable to the Company and Executive (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(c)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 4(c)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s termination of employment.

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

  • Release Agreement As a condition of receiving any of the payments, vesting and benefits set forth in this Section 7 (other than the payment provided for in sub-section 7(a)(i)), the Executive shall be required to execute a mutual release agreement in the form attached hereto as Exhibit A or Exhibit B, as appropriate, and such release agreement must have become effective in accordance with its terms within 60 days following the termination date. The Company, in its sole discretion, may modify the term of the required release agreement to comply with applicable law and may incorporate the required release agreement into a termination agreement or other agreement with the Executive.

  • Partial Release of Collateral Lender hereby releases the following collateral:

  • Release of Claims In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

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