Distributions from the Escrow Fund. (a) Upon execution and delivery of this Agreement, the Seller and the Purchaser shall deliver to the lead placement agent under the Debt Offering Memorandum a written notice that the Purchase Price monies and the Certificate have been delivered to the Escrow Agent pursuant to this Agreement. Furthermore, such notice shall provide that, upon the pricing of the offering of debt contemplated by the Debt Offering Memorandum (the "Debt Offering"), the delivery by the Seller and the lead placement agent of the Joint Notice (as defined below), and the delivery to the Escrow Agent of confirmation of the closing of the Debt Offering provided for in Section 3(b) below, the Escrow Agent will disburse the proceeds of the Escrow Fund to the Seller and deliver the Certificate to the Purchaser in accordance with this Section 3. As promptly as practicable after the Purchaser and the Seller have received evidence (which the parties agree may be telephonic or otherwise) that the pricing of the Debt Offering has been established between the Seller and the lead placement agent under the Debt Offering Memorandum and, in any event, at least one full Business Day prior to the Proposed Offering Closing Date (as defined in the Joint Notice), the Seller and the Purchaser shall deliver written notice to the Escrow Agent substantially in the form attached hereto as Exhibit B with the blanks properly filled in (the "Joint Notice"), and the Escrow Agent shall, as promptly as practicable thereafter (and in any event, in time to enable the Escrow Agent to transfer the proceeds of the Escrow Fund on the Proposed Offering Closing Date as set forth in Section 3(b) below, unless the Escrow Fund is invested in a vehicle other than the BT Institutional Cash Management Fund), liquidate all investments in the Escrow Fund.
Distributions from the Escrow Fund. The Escrow Agent shall make distributions of the Escrow Fund in accordance with the following:
Distributions from the Escrow Fund. (a) The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund, or any specified portion thereof, as follows:
Distributions from the Escrow Fund. The Escrow Agent shall make distributions from the Escrow Fund in satisfaction of the requirements of Paragraph 5.3 of the SPA.
Distributions from the Escrow Fund. In the event that (a) the Seller Representatives shall not have objected to the amount claimed by the Purchaser for indemnification with respect to any Damages in accordance with the procedures set forth in the Escrow Agreement, or (b) the Seller Representatives shall have delivered notice of their disagreement as to the amount of any indemnification requested by the Purchaser and either (i) the Seller Representatives and the Purchaser shall have, subsequent to the giving of such notice, mutually agreed that the Sellers are obligated to indemnify the Purchaser for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Purchaser for indemnification from the Sellers and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from the Seller Representatives and the Purchaser or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Purchaser from the Escrow Fund any amount determined to be owed to the Purchaser under this Section 4.09, in accordance with the Escrow Agreement. Pursuant to the Escrow Agreement, in the event that one or more of the Milestones set forth in Schedule 1.05 are not fully achieved by the end of 24 months from the date hereof, the Escrow Agent shall return all remaining amounts in the Escrow Fund to Purchaser and the Seller Representatives will provide written instructions directing the Escrow Agent to make such distribution.
Distributions from the Escrow Fund. All distributions from the Escrow Fund pursuant to this Agreement will be made in accordance with the following provisions.
Distributions from the Escrow Fund. (a) To exercise the rights of one or more Summit Indemnitees under Section 5.09 of the Reorganization Agreement (the "Indemnification Rights"):
Distributions from the Escrow Fund. The Escrow Agent shall make distributions from the Escrow Fund in satisfaction of the requirements of Exhibit “A” to the Note.
Distributions from the Escrow Fund. The Escrow Agent is directed to hold and distribute the Escrow Fund in the following manner: Joint Instructions. Upon the Escrow Agent’s receipt of a Joint Instruction directing the Escrow Agent to disburse all or any part of the Escrow Fund, the Escrow Agent will release such amount from the Escrow Fund strictly in accordance with such Joint Instruction. Buyer and Majority Shareholder each agree to prepare and sign, as required from time to time, a Joint Instruction that directs the Escrow Agent to distribute cash held in the Escrow Fund pursuant to and in accordance with Section 4 of the Voting Agreement, once payments pursuant to Section 4 of the Voting Agreement are determined to be due and payable.
Distributions from the Escrow Fund. (a) Upon the satisfaction or waiver of all conditions to the Closing set forth in Article VI of the Purchase Agreement, and upon receipt by the Purchaser of the stock certificates evidencing the Shares as contemplated by Section 2.05 of the Purchase Agreement, the Purchaser shall notify the Escrow Agent in writing to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such notice, liquidate all investments in the Escrow Fund and pay in full to the Seller at the Closing in immediately available funds all such amounts as shall be received upon the liquidation of such investments (and any and all other amounts then on deposit in the Escrow Fund).
