Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel.
Payment; Escrow. After (a) any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction (b) a settlement shall have been consummated, or (c) the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a Third-Party Claim or a Direct Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party in accordance with this ARTICLE VIII. Notwithstanding anything in this Agreement to the contrary, but subject to Section 8.10, Buyer has the right, in Buyer’s sole discretion, to set-off (or holdback pending resolution of the related claim) any sums due and owing by Seller in accordance with this ARTICLE VIII against any amounts payable to Seller under this Agreement or otherwise, including the Adjustment Amount and Final Derivative Adjustment, if either the Adjustment Amount or the Final Derivative Adjustment is payable by Buyer to Seller pursuant to Section 3.5.2(d). To the extent not set-off in accordance with the foregoing sentence, any sums due and owing by Seller to any Buyer Indemnified Party in accordance with this ARTICLE VIII shall be paid first by release of funds to the applicable Buyer Indemnified Party from the Indemnification Escrow Account by the Escrow Agent pursuant to, and in accordance with, the Escrow Agreement. To the extent the Indemnification Escrow Amount then held in the Escrow Account is fully extinguished or insufficient to pay any remaining sums due and owing by Seller to any Buyer Indemnified Party in accordance with this ARTICLE VIII, then Seller shall be required to pay to the applicable Buyer Indemnified Party all of such additional sums (subject to Section 8.4(a)) by wire transfer of immediately available funds within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.9. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid to a Buyer Indemnified Party through any set-off right provided to Buyer under this Agreement, out of the Escrow Account pursuant to this Section 8.9 or through payments made under the PICO Holdings Guaranty shall be counted towards the applicable maximum aggregate liability limitation set forth in Section 8.4(a). In the event any sums are due and owing by Buyer to any Seller Indemnified Party in accordance with this ARTI...
Payment; Escrow. (a) After (a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article IX, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third-Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article IX.
Payment; Escrow. At Closing, Buyer shall pay over and deliver to or on behalf of Seller (and shall be credited, dollar-for-dollar, as partial payment of the Purchase Price) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Closing Date Liabilities as specified in paragraph 2(b)(i), to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the state of New Mexico or a trust company or bank having trust powers in such State, which Paying Agent has been selected by Seller and approved by Buyer.
Payment; Escrow. 29 14.2 Final Financial and Tax Information................................29 (ii)
Payment; Escrow. At Closing, IHS shall pay over and deliver to or on behalf of Shareholders (and shall be credited, dollar-for-dollar, as partial payment of the Merger Consideration) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Closing Date Liabilities as specified in Section 2.3(b), to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the State of Florida, a trust company or a bank having trust powers in such State, which Paying Agent has been selected by the Group's Representative and approved by IHS.
Payment; Escrow. The Investor shall pay the purchase price for the Units being purchased by the Investor by wiring immediately available funds in United States Dollars to Xxxxxxx Xxxxxx & Xxxx LLP (the “Escrow Agent”), in accordance with wire instructions provided by the Escrow Agent, those funds to be held with aggregate Offering proceeds in accordance with the terms of an escrow agreement between the Company, each Investor, and the Escrow Agent in the form attached as Exhibit A (the “Escrow Agreement”). If the aggregate Offering proceeds equal or exceed $______ prior to midnight at the end of August 31, 2004 and the Company has received and accepted completed subscriptions therefor from all Investors, (1) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the aggregate Offering proceeds and (2) the Company shall deliver to the Investor the Shares and the Warrants comprising the Units purchased by the Investor. If those aggregate proceeds do not equal or exceed $500,000 prior to midnight at the end of August 31, 2004 or if the Company has not advised Escrow Agent that it has received duly completed subscription documents from all Investors, then the Escrow Agent shall in accordance with the Escrow Agreement reimburse the purchase price to the Investor, this Agreement shall be terminated, and the Company shall not be obligated to sell Units to the to the Investor.
Payment; Escrow. (a) Any payment obligated to be made to Buyer to satisfy any claim by Buyer for indemnification under this Article VIII (each, a “Buyer Indemnification Claim”) shall be paid from the Escrow Fund. After the resolution of the Buyer Indemnification Claim in favor of Buyer, Seller and Buyer shall deliver within five (5) Business Days after such resolution a written instrument signed by Seller and Buyer to the Escrow Agent, and the Escrow Agent shall release, in accordance with the Escrow Agreement, to Buyer, the amount payable to Buyer as set forth in such notice in connection with such resolved Buyer Indemnification Claim.
Payment; Escrow. 74 11.8 Third-Party Claims..................................................74 11.9
Payment; Escrow. Upon notice to Seller specifying in reasonable detail the basis therefore, Buyer may give notice of a claim in such amount under the Escrow Agreement. Upon a determination of Damages that is binding on Seller and the Shareholders, the amount of such Damages shall be paid first from the account established by the Escrow Agreement until such account has been fully depleted, and after such account has depleted, by wire transfer of immediately available funds from Seller and the Shareholders to Buyer within ten (10) days of the date such amount is determined. Upon a determination of Damages that is binding on Buyer, the amount of such Damages shall be paid by wire transfer of immediately available funds from Buyer to the Selling Parties Representative within ten (10) days of the date such amount is determined.
