Distribution of Escrowed Property. The Escrow Agent is directed to distribute the Escrowed Property in the following manner:
Distribution of Escrowed Property. Unless a notice under Section 1.02(b) has been given and Escrowed Property in satisfaction of such notice has not been delivered to FGC, either because the 20-day period has not yet run out or because a dispute relating to the claim made by such notice is then pending, the Escrowed Property or such portion of it as at the time remains in escrow, together with all dividends and distributions received by the Escrow Agent with respect thereto, shall be returned to the Seller six months from the date of Closing.
Distribution of Escrowed Property. (a) The Escrow Agent shall hold the Escrowed Property in its possession until instructed hereunder to deliver the Escrowed Property or any specified portion thereof as provided in paragraph 4(b) below.
Distribution of Escrowed Property. Subject to Section 1.03(e), the Escrow Agent is directed to cause the Financial Institution to hold and distribute the Escrowed Property in the following manner:
Distribution of Escrowed Property. The Escrow Agent is directed to distribute the Escrowed Property in the following manner: if at or prior to 2:00 p.m. (New York City time) on the Business Day prior to the Outside Date, the Escrow Agent receives an officers’ certificate from the Borrower substantially in the form of Exhibit B, dated as of the date the Escrowed Property is to be released (the “Escrow Release Date”) pursuant to the Release Notice (as defined below), executed by Responsible Officers of the Borrower and certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Certificate”), and a written notice substantially in the form of Exhibit C, executed by Responsible Officers of the Borrower (a “Release Notice”), the Escrow Agent shall, provided that the Release Notice has been received, release the Escrowed Property as directed and in the manner set forth in the Release Notice and the Officers’ Certificate from the Borrower; or if (A) the Escrow Agent shall not have received an Officers’ Certificate pursuant to Section 5(a) on or prior to the Outside Date, (B) the Borrower shall have notified the Escrow Agent and the Administrative Agent in writing in the form of an Officers’ Certificate (which may be a Release Notice) stating that (x) the Borrower will not pursue the consummation of the Xxxxxxxx Acquisition (as defined in the Loan Agreement) or (y) the Merger Agreement has been or will be terminated or (C) the Term B Loans have become accelerated pursuant to Section 7.2 or 7.3 of the Loan Agreement and the Administrative Agent shall have delivered to the Escrow Agent a notice in writing in the form of Exhibit D hereto (upon which the Escrow Agent shall rely conclusively and without further inquiry) (each of the events described in the foregoing clauses (A), (B) and (C), an “Escrow Prepayment Event”) the Escrow Agent shall, as provided in this section, release the Escrowed Property (including any investment earnings) to the Administrative Agent on such date pursuant to the wire and delivery instructions provided on Schedule II hereto (the date of such release, the “Escrow Termination Date”). The Borrower shall deliver the Officers’ Certificate (or the Release Notice, as applicable) pursuant to Section 5(b)(B) no later than the Business Day immediately following the date of the Borrower’s determination referenced therein. Following the release of the Escrowed Property in connection with an Escrow Prepayment Event, any Excess Escrowed Property in excess of any fe...
Distribution of Escrowed Property. Unless a notice under Section 1.02(a), (c) or (e) hereof has been given and Escrowed Property in satisfaction of such notice has not been delivered in accordance therewith, either because the 20-day period has not yet run out or because a dispute relating to the claim made by such notice is then pending (and then only to the extent such Escrowed Property is in dispute or subject to such notice), the Escrowed Property or such portion of it as at the time remains in escrow, shall be returned to Swingmaster on the first anniversary of the date of this Agreement.
Distribution of Escrowed Property. Escrow Agent is directed to hold and release the Escrowed Property the date of such proposed release being the “Release Date”) in the manner set forth below:
Distribution of Escrowed Property. Escrowed Property shall also include all dividends and distributions received by the Escrow Agent with respect thereto, and shall be distributed and delivered together with the original Escrowed Property, in accordance with the terms of this Agreement.
Distribution of Escrowed Property. Unless a notice under Section 1.02(b) has been given and Escrowed Property in satisfaction of such notice has not been delivered to the Company, either because the 20-day period has not yet run out or because a dispute relating to the claim made by such notice is then pending, the balance of the Escrowed Property not subject to any dispute (if any) shall be delivered to the Parent, on March 16, 1999 (9 months after the Closing Date), and thereafter any Escrowed Property remaining after resolution of any dispute, pursuant to Section 1.02, will be delivered to the Parent.
Distribution of Escrowed Property. Subject to satisfaction of all Indemnification Claims, if any, made prior to the date of distribution, the Escrow Agent shall distribute the Escrowed Property to the Seller in the manner described in the Escrow Agreement.
