Court Orders and Other Circumstances. (i) In addition to any disbursements otherwise provided for in this Section 4, the Escrow Agent shall also make disbursements from General Subaccount to Buyer or the Selling Parties’ Representative upon receipt of any court order or arbitral decision that is accompanied by a written legal opinion by counsel to the Party purportedly eligible to receive such disbursement to the effect that the court order or arbitral decision is final and non-appealable and determining that the amount stated therein is owed to Buyer or the Selling Parties’ Representative (as applicable) pursuant to the Merger Agreement and this Agreement. The Escrow Agent shall act on such court order or arbitral decision and legal opinion without further inquiry, regardless of whether the Escrow Agent has received a Joint Instruction from Buyer and the Selling Parties’ Representative with respect thereto. (ii) Subject to Section 4(d)(i) hereof, if the Escrow Agent is at any time uncertain as to what action it should take hereunder, then the Escrow Agent shall notify Buyer and the Selling Parties’ Representative thereof and may in its sole discretion, take either or both of the following actions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imation Corp), Agreement and Plan of Merger (Imation Corp)
Court Orders and Other Circumstances. (i) In addition to any disbursements otherwise provided for in this Section 48, the Escrow Agent shall also make disbursements from General the Reconciliation Subaccount to Buyer or the Disbursing Agent (for further distribution to the Selling Parties’ Representative ) upon receipt of any court order or arbitral decision that is accompanied by a written legal opinion by counsel to the Party purportedly eligible to receive such disbursement to the effect that the court order or arbitral decision is final and non-appealable and determining that the amount stated therein is owed to Buyer or the Selling Parties’ Representative Parties (as applicable) pursuant to the Merger Agreement and this Agreement. The Escrow Agent shall act on such court order or arbitral decision and legal opinion without further inquiry, regardless of whether the Escrow Agent has received a Joint Instruction from Buyer and the Selling Parties’ Representative with respect thereto.
(ii) Subject to Section 4(d)(i8(b)(i) hereof, if the Escrow Agent is at any time uncertain as to what action it should take hereunder, then the Escrow Agent shall notify Buyer and the Selling Parties’ Representative thereof and may in its sole discretion, take either or both of the following actions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imation Corp), Agreement and Plan of Merger (Imation Corp)
