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...
Release of Escrow Fund. Subject to the following requirements, the ---------------------- Escrow Fund shall remain in existence from the Closing Date until one year from the Closing Date (the "Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund, and all such Escrow Shares shall be delivered to Seller Stockholders; provided, however, that a number of Escrow Shares, which, in the reasonable judgment of Buyer, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the end of the Escrow Period shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Buyer agrees to notify Escrow Agent in writing of the expiration of the Escrow Period. As soon as all such claims have been resolved and upon receipt of joint written instructions from Seller's Representative and Buyer, Escrow Agent shall deliver to Seller all Escrow Shares then remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares and other property to Seller Stockholders pursuant to this Section 6 shall be made in accordance with each Seller Stockholder's proportionate interest in the Escrow Shares and in accordance with the address provided on Exhibit A hereto.
Release of Escrow Fund. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Fund as provided in, this Section 2 as follows:
Release of Escrow Fund. The Escrow Agent shall pay over to each of the Stockholders from the Escrow Fund, by wire transfer of immediately available funds to a bank account designated by each of the Stockholders, the amount of any funds remaining in the Escrow Fund upon the earlier to occur of:
Release of Escrow Fund. With respect to each taxable year of BRI (for federal income tax purposes) in which the undistributed Escrow Fund is a positive number, all or a portion of the undistributed Escrow Fund shall be distributable to the Beneficiaries in accordance with Sections 4(a) and (b), below. The amounts to be distributed to each Beneficiary with respect to any taxable year shall be calculated by BRI (after consultation with BRI's independent accountants (the "Accountants")) as soon as practicable after the end of BRI's taxable year (or such later time as BRI shall determine in its sole discretion if litigation with regard to the Beneficiaries' right to liquidated damages pursuant to the Merger Agreement has commenced or been threatened) based upon the facts in existence as of the end of such taxable year. Following such calculations, BRI shall promptly notify the Escrow Agent by delivery of a certificate (the "Disbursement Certificate") of the amounts, if any, to be distributed to each Beneficiary together with the full name and address of the Beneficiary. Promptly after receipt of a Disbursement Certificate for a taxable year of BRI, the Escrow Agent shall distribute all or a portion of the undistributed Escrow Fund in the amounts and to the recipients specified in the Disbursement Certificate. Any Disbursement Certificate shall direct the Escrow Agent to disburse the undistributed Escrow Fund only as follows:
Release of Escrow Fund. On the Termination Date, the Escrow Agent shall distribute to SGASH an amount equal to the balance of the Escrow Fund. As used herein, “Termination Date” means the date on which the Escrow Agent and Cowen LLC receive notice from SGASH in accordance with Section 7 that SGASH has determined, after consultation with Xxxxx Inc. and Xxxxx Inc.’s outside auditors, that the Litigation Reserve Amount may be adjusted to Zero U.S. Dollars ($0.00) pursuant to Section 3(a).
Release of Escrow Fund. Notwithstanding anything to the contrary contained herein, the Escrow Agreement will provide that the Escrow Agent shall release from escrow the Escrow Fund (including all Common Units and all cash consideration held in connection with the sale of such units), which is not subject to any pending Claims by Purchaser, on the third anniversary of the Closing Date.
Release of Escrow Fund. Following the Determination Date and the date six months thereafter, as the case may be, in accordance with and pursuant to Section 2.6(b) of the Acquisition Agreement, Seller and Purchaser shall deliver to the Escrow Agent a joint notice with respect to the disbursement of the Escrow Fund and the retention of the Retained Escrow Fund, if any. Within one day of the Escrow agent's receipt of any such joint notice, the Escrow Agent shall disburse the Escrow Fund in accordance with such joint notice, by wire transfer of immediately available funds to the bank account(s) designated therein, less the sum of any amounts designated in Certificates of Instruction received by the Escrow Agent that have not been canceled in accordance with paragraph (d), (e) or (f) of Section 4. This escrow shall terminate on the date that the Escrow Agent receives a joint notice to disburse the entire balance of the Escrow Fund (the "Termination Date"). The Escrow Agent shall not accept any Certificates of Instruction after the Termination Date. At such time on or following the Termination Date as all Certificates of Instruction received by the Escrow Agent prior to the Termination Date have been canceled in accordance with paragraph (d), (e) or (f) of Section 4, the Escrow Agent shall promptly pay over to Seller the balance in the Escrow Fund, by wire transfer of immediately available funds to a bank account of Seller's designation, and this Agreement (other than Sections 6, 7 and 8) shall automatically terminate.
Release of Escrow Fund. If any Escrow Shares are to be released to any Indemnitee pursuant to this Escrow Agreement, the Escrow Agent shall be entitled to use a Stock Power held in the Escrow, and to take such other actions as the Escrow Agent determines to be necessary or advisable, to release and transfer Escrow Shares to such Indemnitee. Within five business days after the Termination Date, the Escrow Agent shall distribute to Boston Equiserve, or such other transfer agent specified by Packeteer in writing (the "Transfer Agent"), all of the Escrow Shares then held in escrow, for distribution by the Transfer Agent to the Workfire Stockholders pro rata in proportion to the number of Escrow Shares set forth on Attachment A; provided, however, that notwithstanding the foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved. As soon as practicable upon resolution of such claim(s) under the terms of this Agreement, all Escrow Shares not distributed by the Escrow Agent pursuant to the preceding sentence shall be distributed according to the terms of this Agreement and in accordance with such resolution.
Release of Escrow Fund. (a) The Escrow Agent shall release each Escrow Fund from the escrow under this Agreement upon receipt of written directions as set forth as follows:
