Determination of Amount of Claims. Any amount owed to ISI hereunder, determined pursuant to Section 4(a) or (b) above, will be immediately payable to ISI out of the Escrow Shares then held by the Escrow Agent on a pro rata basis between the Holders at a per share value for all Escrow Shares equal to the Closing Price of ISI Common Stock ($34.20).
Determination of Amount of Claims. Any amount owed to VERITAS hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. The parties shall make appropriate --------------------------------- adjustments for tax benefits and insurance coverage and shall take into account the time cost of money (using as the discount rate the prime rate of interest as announced from time to time in The Wall Street Journal) in determining the amount of any Claim for purposes of this Article IX. All indemnification payments under this Article IX shall be deemed adjustments to the Purchase Price, and shall be increased, as appropriate, to compensate Buyer and Company for the reduction in tax benefits resulting from the reduction in the Purchase Price.
Determination of Amount of Claims. Pursuant to Section 4(a) or (b) above, any amount owed to Universal for, or to be held pending resolution of, any Claim, subject to the provisions of the Merger Agreement with respect to the Threshold, will be payable to Universal for, or withheld by the Escrow Agent pending resolution of, such Claim out of the applicable Escrow Shares then held by the Escrow Agent at a per share value for all Escrow Shares equal to the weighted average sales price of Universal Common Stock as quoted on the New York Stock Exchange (or other principal securities exchange on which such shares are then traded) for the 20 consecutive trading days up to the third business day immediately preceding the date of such payment or, with respect to Pending Claim Collateral, the applicable release date. As to the calculation of such per share value, the Escrow Agent may request and rely upon a written certification from Universal and the Representative. In no event will the amount owed for any Claim with respect to the Yuncxxx Xxxangements, the Retention Plan or the Letter Agreement be subject to the Threshold, and the amount owed for Claims for the Yuncxxx Xxxangements and the Retention Plan in the aggregate shall not exceed $800,000.
Determination of Amount of Claims. Any amount owed to CCT hereunder determined pursuant to Section 5(a), (b) or (c) or Section 7 above, will be immediately payable to CCT out of the Escrow Shares then held by the Escrow Agent at a per-share value equal to the Per Share Price of CCT Common Stock (as defined in the Plan of Reorganization).
Determination of Amount of Claims. Any amount owed to Buyer hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. Any amount owed to Parent, MergerCo or the Company hereunder determined pursuant to Section 11.3(a) or (b) shall be immediately available to Parent, MergerCo and the Company at the option of Parent out of Escrow Stock then held by Parent on a per share value equal to the average closing price per share of Parent Common Stock on the principal exchange upon which the shares are listed for the 10 trading days prior to the date hereof. Parent is authorized to sell Escrow Stock in the market in order to satisfy any obligation owing hereunder. In the event of any such sale, the Representative shall execute and deliver to Parent such additional stock assignments, duly executed and with signature guaranteed, and such other documents as may reasonably be necessary to effect a sale of all or part of Escrow Stock.
Determination of Amount of Claims. Any amount owed to Exodus hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. Any amount owed to Buyer hereunder determined pursuant to Section 4(a) or (b) above, will be immediately payable to Buyer in accordance with Section 11 of the Purchase Agreement and will be paid promptly.
Determination of Amount of Claims. Any amount owed to Xxxxxxxx hereunder, determined pursuant to Section 4(a) or
