Payments from the Escrow Fund. (a) At any time prior to the Closing Date, in the event that the Asset Purchase Agreement is terminated by the Sellers or the Purchaser for any of the reasons set forth in Section 8.01(a), (b), (d) or (e) thereof, the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to the Purchaser, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent;
Payments from the Escrow Fund. (A) At the Closing, upon written request of the Buyer and the Borough, the Escrow Agent shall pay in full to the Borough in immediately available funds all such amounts in the Escrow Fund. The Buyer and Borough agree that such amount shall be credited against the Purchase Price in favor of the Buyer at the Closing.
Payments from the Escrow Fund. (a) In connection with each Objection ----------------------------- Event, the Warranty Provider and the Adviser shall jointly notify the Escrow Agent in writing (the "Floor Shortfall Payment Notice") of the amount of the ------------------------------ Floor Shortfall and/or Additional Floor Shortfall, if any, (i) within three Business Days of the date such Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to Section 4.1(e) of the Financial Warranty Agreement, or (ii) in the event the Warranty Provider and the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such Floor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Within two Business Days of receipt of the Floor Shortfall Payment Notice, the Escrow Agent shall transfer to the Warranty Provider, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow ----------------------- Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in the Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer to the Adviser by wire transfer in immediately available funds the Escrow Fund out of the Escrow Account.
Payments from the Escrow Fund. Payment shall be made from the Escrow Fund promptly upon Escrow Agent's receipt of, and in accordance with, written instructions signed jointly by Buyer and Seller and delivered in accordance with Paragraph 19. In order to be effectively given, any such written instructions shall refer to the particular Section of the Purchase Agreement pursuant to which Seller is indemnifying Buyer out of the Escrow Fund. Upon delivery of such written instructions to the Escrow Agent, payment may be made to Buyer, Seller or any third party designated by them therein.
Payments from the Escrow Fund. On the third Business Day following the delivery of the Independent Accounting Firm Report or pursuant to Section 2.08(a) of the Asset Purchase Agreement, the appropriate adjusting payment shall be made in accordance with Section 2.08(b) thereof as follows:
Payments from the Escrow Fund. (a) As and when any Asserted Cure Costs become Determined Cure Costs, the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate such investments in the Escrow Account as required to pay in full immediately upon receipt of such amounts, by wire transfer in immediately available funds, (i) to the Purchaser the amount equal to such Determined Cure Costs and (ii) in the event that any such Asserted Cure Costs are greater than the corresponding Determined Cure Costs, to PTL, on behalf of the Sellers, the difference between the Asserted Cure Costs and the corresponding Determined Cure Costs; and
Payments from the Escrow Fund. (a) Any time prior to 5:00 p.m. Pacific time on , 2009 (the “Expiration Date”), a Parent Indemnified Party may deliver to the Escrow Agent and the Stockholders’ Representative a certificate executed by a Parent Indemnified Party or an authorized officer of a Parent Indemnified Party (an “Indemnification Certificate”), which Indemnification Certificate shall:
Payments from the Escrow Fund. (a) If, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party shall deliver to the Escrow Agent a certificate of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall:
Payments from the Escrow Fund. Any release of or payments from the Escrow Fund shall be made in the same combination of Escrowed Shares and Escrowed Cash as the ratio of the Initial Escrowed Shares and the Initial Escrowed Cash in the Initial Escrowed Funds; provided, however, that if the Escrowed Shares are substituted with cash in accordance with Section 4.d below, the combination of Escrowed Shares and Escrowed Cash shall be determined by the Stockholder Representative in its sole and absolute discretion. Any payment from the Escrow Fund to the Company Securityholders and participants in the Management Plans shall be in accordance with the applicable percentages set forth opposite such recipients’ respective names on Schedule C.
Payments from the Escrow Fund. (a) If, at any time on or prior to the first anniversary of the Effective Time (the "Expiration Date"), a Parent Indemnified Party wishes to make a claim against the Escrow Fund, the Parent Indemnified Party shall deliver to the Escrow Agent a certificate of such Parent Indemnified Party, executed by an authorized officer of such Parent Indemnified Party (a "Parent Indemnified Party's Certificate"), which Parent Indemnified Party's Certificate shall:
