VALUE OF ESCROWED PROPERTY Sample Clauses

VALUE OF ESCROWED PROPERTY. For purposes of determining the amount of Escrowed Property to be delivered out of the Escrow to TriZetto as all or part of any Claimed Amount hereunder and determining the value of any Escrowed Property for any other purpose hereunder Escrowed Property that is cash will be deemed to have a value equal to the amount of such cash in U.S. Dollars. The Shares of TriZetto Common Stock will be deemed to have a fair market value determined as follows: (i) the average closing price of TriZetto Common Stock for the five (5) trading days immediately preceding the anticipated date of transfer of such shares, if TriZetto Common Stock is registered under the Securities Exchange Act of 1934 and trades on the New York or American Stock Exchanges or on the Nasdaq Stock Market, or (ii) as determined by the Board of Directors of TriZetto in good faith. If the Representative disagrees with the fair market value as determined by the Board of Directors, then the Representative may submit the dispute to Arbitration pursuant to Section 5 below.
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VALUE OF ESCROWED PROPERTY. For purposes of determining the amount of Escrowed Property to be delivered out of the Escrow to Platinum as all or part of any Claimed Amount hereunder and determining the value of any Escrowed Property for any other purpose hereunder (a) Escrowed Property that is cash will be deemed to have a value equal to the amount of such cash in U.S. Dollars; (b) shares of Platinum Common Stock will be deemed to have a value per share as computed in accordance with the closing price of the shares as traded on Nasdaq on the Effective Date of the Merger; (c) all other Escrowed Property shall be deemed to have a value that is equal to its then-current market value (if such value is readily determinable); and (d) Escrowed Property that has no readily determinable market value will be deemed to have the value determined by the mutual agreement of Platinum and the Representative, or, in the absence of such an agreement by the decision of any arbitrator deciding the claim in question under Section 5.
Sample 1
VALUE OF ESCROWED PROPERTY. For purposes of determining the amount of Escrowed Property to be delivered out of the Escrow to TriZetto as all or part of any Claimed Amount hereunder and determining the value of any Escrowed Property for any other purpose hereunder Escrowed Property that is cash will be deemed to have a value equal to the amount of such cash in U.S. Dollars. The Escrowed Shares of TriZetto Stock will be deemed to have a fair market value determined as follows: (I) the average of the closing sales prices of TriZetto Stock for the 20 trading days immediately preceding the anticipated date of transfer of such shares as reported on the Nasdaq National Market System ("NMS") (or such other exchange or similar market on which TriZetto Stock is regularly traded if not then traded on the NMS), or (ii) if not traded on an exchange or similar market, then as determined by the Board of Directors of TriZetto in good faith. If the Representative disagrees with the fair market value as determined by the Board of Directors, then the Representative may submit the dispute to Arbitration pursuant to Section 5 below.
Sample 1
VALUE OF ESCROWED PROPERTY. For purposes of determining the amount of Escrowed Property to be delivered out of the Escrow to Parent as compensation for Losses and determining the value of any Escrowed Property for any other purpose hereunder, shares of Parent Common Stock will be deemed to have a value per share as computed in accordance with the closing price of the shares as traded on National Market System of the National Association of Securities Dealers Automated Quotation system on the date on which the Escrow Agent receives the applicable Claim Notice or other appropriate request for a determination of value of the Escrowed Property.
Sample 1
VALUE OF ESCROWED PROPERTY. For purposes of determining the amount of Escrowed Property to be delivered out of the Escrow to Elmer's as all or part of any Claimed Amount hereunder and determining the value of any Escrowed Property for any other purpose hereunder (a) Escrowed Property that is cash will be deemed to have a value equal to the amount of such cash in U.S. Dollars; (b) shares of Elmer's Common Stock will be deemed to have a value per share equal to the average closing price of the shares as traded on Nasdaq during the ten (10) trading days prior to the date of delivery of the Escrowed Property by the Escrow Agent to Elmer's which average closing price shall be evidenced by a certificate delivered to the Escrow Agent by Elmer's on the date of delivery and executed by the Chief Financial Officer of Elmer's; (c) all other Escrowed Property shall be deemed to have a value that is equal to its then-current market value (if such value is readily deter minable), which market value and the basis for determination shall be evidenced by a certificate delivered to the Escrow Agent by Elmer's on the date of delivery and executed by the Chief Financial Officer of Elmer's; and (d) Escrowed Property that has no readily determinable market value will be deemed to have the value determined by the mutual agreement of Elmer's and the Representative, or, in the absence of such an agreement by the decision of any arbitrator deciding the claim in question under Section 5.
Sample 1

Related to VALUE OF ESCROWED PROPERTY

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

  • 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.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

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

  • The Property The Landlord agrees to lease the described property below to the Tenant: (enter the property information)

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • 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.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

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