Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows:
Distribution of Escrow Funds. (a) Upon the delivery by Expedia to Ctrip of (x) a tax payment receipt issued by the applicable PRC Taxing Authority evidencing that any and all Tax that has been imposed by such PRC Taxing Authority with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement has been paid in full, or (y) a written assessment issued by the applicable PRC Taxing Authority evidencing its determination that no Taxes are due from the Seller in connection with such sale, for all purposes of this Agreement, any and all PRC Taxes that may be imposed with respect to such sale shall be deemed to have been paid and fully settled by Expedia Parties to the applicable PRC Taxing Authority on behalf of the Seller. To the extent that, at the time of the delivery by Expedia to Ctrip of any such tax payment receipt or written assessment pursuant to the foregoing provisions of this Section 6.7(a), all other Taxes imposed by an applicable PRC Taxing Authority and required to be paid with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement have been fully settled (or deemed fully settled) pursuant to this Section 6.7(a) or Section 6.7(b), the Seller and Ctrip shall deliver a Joint Written Instruction to the Escrow Agent as soon as practicable (but in any event within two (2) Business Days) to release the then-remaining funds in the Escrow Fund to the Seller by wire transfer of immediately available funds to the Seller Bank Account.
Distribution of Escrow Funds. The Escrow Funds shall be distributed as follows:
Distribution of Escrow Funds. The Parties hereto agree that the Escrow Agent shall hold the Escrow Funds and shall disburse the Escrow Funds only upon the occurrence of any one or more of the following events (each, individually, a "Disbursement Event"):
Distribution of Escrow Funds. (a) Within two Business Days after the First Release Date, Sellers and Buyer shall, pursuant to the terms of the Escrow Agreement, deliver joint written instructions to the Escrow Agent to distribute to Sellers out of the Indemnity Escrow Funds an amount equal to (i) $75,000,000 (with respect to the Indemnity Escrow Shares, calculated based on the value of the Sellers’ Retained Shares implied by the Closing Purchase Price, after giving effect to any Recapitalization Event) minus (ii) the aggregate amount of all Losses specified in any then-Pending Claims and minus (iii) any Indemnity Payments paid prior to the First Release Date.
Distribution of Escrow Funds. The Parties shall, within five (5) business days of the date hereof, instruct the Escrow Agent to distribute all of the funds held by the Escrow Agent pursuant to the Escrow Agreement in accordance with the Joint Written Instructions, in the form attached hereto as Exhibit A. Such Joint Written Instructions provide for a distribution of $3,109,000 by the Escrow Agent to LMI and a distribution of the remainder of the funds held by the Escrow Agent as directed by the Sellers’ Representative to Tech Investments and the other Sellers, provided however that if, within those five (5) business days, the Lease has not been assigned as set forth in Section 8 below (or the Parties have not otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises), then $319,364.92 of this amount will remain in escrow until such time as the Lease is assigned (or the Parties have otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises).
Distribution of Escrow Funds. The Escrow Agent shall distribute the Escrow Funds in the amounts, at the times, and upon the conditions hereinafter set forth.
Distribution of Escrow Funds. At any time after the commencement of design of the Proposed Lift Station, the City shall distribute to LGI funds from the Escrow Account in the amount of actual costs of design of the Proposed Lift Station by LGI pursuant to this Agreement. LGI must submit one or more certificates for such distributions with evidence of actual costs and the City Engineer shall approve the actual amount of such costs before such distributions are made. Funds from the Escrow Account shall be distributed in such amounts and made payable to LGI or to its engineers, surveyors, or subconsultants, as elected by LGI, in such amounts as determined by LGI to pay the actual costs of design of the Proposed Lift Station; provided, however, that if there are Escrow Funds remaining in the Escrow Account after all of the design work of the Proposed Lift Station has been completed, paid for in full, and approved by the City in accordance with the terms and provisions of this Agreement, then such excess Escrow Funds shall be released back to LGI and the City based on the pro rata share of costs as set forth in paragraph 1 of this Agreement. At any time after the commencement of construction of the Proposed Lift Station, the City shall distribute to LGI funds from the Escrow Account in the amount of actual costs of construction of the Proposed Lift Station by LGI pursuant to this Agreement. LGI must submit one or more certificates for such distributions with evidence of actual costs and the City Engineer shall approve the actual amount of such costs before such distributions are made. Funds from the Escrow Account shall be distributed in such amounts and made payable to LGI or to its contractors or subcontractors, as elected by LGI, in such amounts as determined by LGI to pay the actual costs of construction of the Proposed Lift Station; provided, however, that if there are Escrow Funds remaining in the Escrow Account after all of the Proposed Lift Station has been completed, paid for in full, and accepted by the City in accordance with the terms and provisions of this Agreement, then such excess Escrow Funds shall be released back to LGI and the City based on the pro rata share of costs as set forth in paragraph 1 of this Agreement. If actual costs exceed the amounts deposited into and held in the Escrow Account, the City and LGI shall first work to value engineer the project to seek a more cost-effective solution. If, after value engineering, actual costs still exceed the amounts deposite...
Distribution of Escrow Funds. Upon receipt of a notice of a Claim by Buyer as described in Section 5 hereinabove, Escrow Agent shall notify the Seller of such Claim and request that Seller provide in writing to Escrow Agent its authorization to either (i) pay to Buyer from the Escrow Account the amount of such Claim, or (ii) upon receipt of an affidavit on oath by a duly authorized representative of Seller that there is no lawful basis for such Claim, Escrow Agent shall retain and continue to hold the funds in the amount of such Claim until the earlier to occur of (a) mutual written instructions from Seller and Buyer as to the disbursement of such amount or (b) a final order, decree, or judgment of a court or other tribunal of competent jurisdiction and, if by such order, decree, or judgment, time for appeal has expired and no appeal has been perfected, directing the disbursement of such amount. To the extent the Escrow Agent has been notified of any Claim pursuant to the first paragraph of this Section 6 and such Claim is pending (and unresolved) on the date the Holdback Period expires, then an amount (the “Retained Amount”) equal to the lesser of:
Distribution of Escrow Funds. Upon its receipt in writing of joint instructions, as provided in paragraph 3 of the Project Improvement Agreement, Escrow Agent shall disburse the Escrow Funds to the Authority by wire transfer to an account designated by the Authority not later than three (3) business days of receipt of such joint written instructions. The Escrow Agent shall have no responsibility to make an investigation or determination of any facts underlying such instructions or as to whether any conditions upon which the Escrow Funds are to be released, including, but not limited to, whether the execution and delivery of lien waivers by persons who are constructing the Improvements or performing services with respect thereto, have been fulfilled or not fulfilled. The designated representatives of the Authority and the Developer for approval of Escrow Agent’s disbursement of Escrow Funds and for any Notices required hereunder are as follows: The Authority: Xxxxxx Xxxxxxxx, P.E. General Manager 0000 Xxxxxxx 00 Xxxx Xxxxxxxxxxx, XX 00000 Phone: 706-216-8474 ext. 234 Fax: 000-000-0000 xxxxxxxxx@xxxxxxxxxxx.xxx The Developer: Xxxxx X. (Xxx) Xxxxxxx President Xxx Xxxxxxx Communities 2700 Cumberland Parkway SE, suite 130 Atlanta, GA 00000 000-000-0000 telephone 000-000-0000 fax 000-000-0000 cell xxx@xxxxxxxxxxxxxxxxxxxxx.xxx
