Release of Escrow Amounts Sample Clauses

Release of Escrow Amounts. Following the expiration of the Escrow Period, the Escrow Agent shall pay to Seller the balance of the funds in the Escrow Fund at such time, if any, minus an amount equal to the aggregate dollar amount of claims for Losses made by all Purchaser Indemnitees pursuant to ARTICLE 8 hereof (the “Aggregate Outstanding Claims”) which are then outstanding and unresolved (such amount retained in the Escrow Fund, as it may be further reduced after expiration of the Escrow Period by distributions to Seller as set forth below and recoveries by Purchaser Indemnitees pursuant to ARTICLE 8 hereof, the “Retained Escrow Funds”); provided, however, that in the event that the amount of the Aggregate Outstanding Claims exceeds the balance remaining in the Escrow Fund, all amounts remaining in the Escrow Fund shall be retained in the Escrow Fund as the Retained Escrow Funds. In the event and to the extent that after the expiration of the Escrow Period any outstanding claim made by any Purchaser Indemnitee pursuant to ARTICLE 8 hereof is resolved against such Purchaser Indemnitee, the Escrow Agent shall distribute to Seller an aggregate amount of the Retained Escrow Funds equal to the amount of the outstanding claim resolved against such Purchaser Indemnitee; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Funds remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after expiration of the Escrow Period any outstanding claim made by any Purchaser Indemnitee pursuant to ARTICLE 8 hereof is resolved in favor of such Purchaser Indemnitee, such Purchaser Indemnitee shall be entitled to recover pursuant to ARTICLE 8 hereof an amount equal to the amount of the outstanding claim resolved in favor of such Purchaser Indemnitee.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Release of Escrow Amounts. The Escrow Agent shall: (i) pay to the Purchasers, on the ninety-fifth (95th) day after receipt of any Notice, the Accepted amount of the Claim set forth in such Notice; (ii) make such payments to the Purchasers or the Principal Stockholders as required under Section 7; and (iii) release to the Principal Stockholders at the termination of the Holdback Period the Escrow Amount, if any, in excess of the aggregate amount of any Claims which are then Unresolved.
Sample 1Sample 2
Release of Escrow Amounts. (a) On each occasion on which Parent determines that any Indemnified Party may be entitled to indemnification for any amount pursuant to Article X of the Merger Agreement, Parent may deliver to the Stockholder Representative and the Escrow Agent a Claim Certificate for the payment of such amount pursuant to Section 10.4(a) of the Merger Agreement.
Sample 1
Release of Escrow Amounts. As of the date of this Amendment, Two Million Dollars ($2,000,000.00) has been unconditionally released to Hanger from the original escrow amount of Three Million Dollars ($3,000,000.00). The parties agree that the Asset Purchase Agreement and the Supply Agreement are hereby amended to provide that the remaining One Million Dollars ($1,000,000.00) in the escrow account shall be promptly released to Hanger in the following amounts and in the following events: (i) in the event Hanger makes Actual Purchases of Products from Seattle Systems in an amount equal to or greater than Nine Million Dollars ($9,000,000.00) during the New First Purchase Year in the manner that such Actual Purchases are calculated under the terms of the Supply Agreement, then Five Hundred Thousand Dollars ($500,000.00) of such escrow amount shall be released to Hanger within thirty (30) days of the date on which Hanger has made such Actual Purchases from Seattle Systems under the terms of the Supply Agreement; and (ii) in the event Hanger makes Actual Purchases of Products from Seattle Systems in an amount equal to or greater than Nine Million Dollars ($9,000,000.00) during the New Second Purchase Year in the manner that such Actual Purchases are calculated under the terms of the Supply Agreement, then the remaining Five Hundred Thousand Dollars ($500,000.00) of such escrow amount shall be released to Hanger within thirty (30) days of the date on which Hanger has made such Actual Purchases from Seattle Systems under the terms of the Supply Agreement.
Sample 1
Release of Escrow Amounts. Not Intended to Release ------------------------------------------------- Or Modify Indemnities. Notwithstanding the releases --------------------- from the Escrow Fund, and the option for insurance to be placed in favor of Buyer, all as authorized and instructed pursuant to this Section, the scope of Seller's and Parent's indemnification of the Seller Indemnified Persons pursuant to the Purchase Agreement shall remain unmodified and undiminished, except that such indemnification shall not have the benefit of the cash disbursed from the Escrow Fund pursuant to Section 3(a) of the Escrow Agreement as amended by the First Amendment, and provided further that such indemnification shall be an unsecured claim except to the extent otherwise set forth herein.
Sample 1
Release of Escrow Amounts. On the date that is the [***] month anniversary of the Trigger Date, Buyer and Sellers shall cause the Escrow Agent to disburse to Sellers an amount equal to (a) the Remaining Escrow Amount less (b) the sum of (i) [***] of the Escrow Amount and (ii) the amount of any claims then pending against the Escrow Account that are unresolved, if such amount is a positive number, in accordance with and pursuant to the terms and conditions of the Escrow Agreement. On the date that is the [***] anniversary of the Trigger Date, Buyer and Sellers shall cause the Escrow Agent to disburse to Sellers the Remaining Escrow Amount, less the amount of any claims then pending against the Escrow Account that are unresolved, if such amount is a positive number, in accordance with and pursuant to the terms and conditions of the Escrow Agreement. The Parties shall deliver a joint written instruction to the Escrow Agent to release the portion of the Escrow Amount retained for unresolved claims to Sellers (to the extent not utilized to pay Buyer for any such claims resolved in favor of Buyer in accordance with this Article VIII) upon their resolution in accordance with this Article VIII.
Sample 1
Release of Escrow Amounts. The Adjustment Escrow Amount shall be released pursuant to Section 3.3(d).
Sample 1
AutoNDA by SimpleDocs
Release of Escrow Amounts 
Sample 1Sample 2

Related to Release of Escrow Amounts

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

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

  • 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.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

Time is Money Join Law Insider Premium to draft better contracts faster.