Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Buyer and the Indemnification Representatives and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Indemnification Representatives, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, or (iii) the provisions of Section 3(b) hereof.
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund only in accordance with this Section 3 pursuant to:
Disbursement by Escrow Agent. Upon execution of the Agreement and the establishment of the Escrow, the Escrow Agent shall hold and disburse the items deposited as follows:
Disbursement by Escrow Agent. If the Escrow Agent shall not have received any written notice of claim(s) by the ninety-third (93rd) day following the Effective Date of this Agreement, or if the total amount of all claims received does not equal or exceed the amount of the Escrow Account, the Escrow Agent shall thereafter proceed to disburse to F.I.C.C. the amount by which the Escrow Account exceeds the amount of any claims in immediately available funds, pursuant to the terms of the Escrow Agreement.
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both NetScout and the Stockholders Representatives and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either NetScout or the Stockholders Representatives, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, or (iii) the provisions of Sections 3(b) and 3(c) hereof. In the event of any disbursement from the Escrow Fund to any NetScout Indemnified Party pursuant to Article IX of the Merger Agreement in connection with any breach by any Indemnifying Stockholder of the representations and warranties set forth in such Indemnifying Stockholder’s Letter of Transmittal, the parties shall deliver to the Escrow Agent a revised and dated Attachment A, adjusting the percentages set forth on Attachment A pro rata to reflect the reduction of the Escrow Fund that corresponds to such Indemnifying Stockholder.
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Account only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both Buyer and the Indemnification Representative that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Account (such amount, an “Agreed Amount”), (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either Buyer or the Indemnification Representative, that instructs the Escrow Agent that some or all of the Escrow Account is required to be disbursed to the party or account designated by the Indemnification Representative or Buyer pursuant to the terms of the Merger Agreement or (iii) the provisions of Sections 5(b), (c) and (d).
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Funds only in accordance with (i) a Determination (described below), (ii) in accordance with the provisions of Section 4.2 hereof, (iii) in accordance with the provisions of Section 4.3 hereof, (iv) in accordance with the provisions of Section 4.4 hereof or (iv) in accordance with the provisions of Section 4.6 hereof.
Disbursement by Escrow Agent. (a) Upon receipt by the Escrow Agent of a written notice from PRG:-
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Buyer and the Representative and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (ii) a written instruction delivered to the Escrow Agent that states that it has been executed by the Buyer pursuant to the penultimate sentence of Section 6.3(c) of the Merger Agreement and that the Representative did not deliver a Response within 30 days after delivery by the Buyer of a Claim Notice (as required by Section 6.3(c) of the Merger Agreement) and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (iii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Representative together with a written instrument that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (iv) the provisions of Section 4(b) hereof or (v) the provisions of Section 5(c) hereof.
Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both Distributed Energy and the Indemnification Representatives and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, (ii) an order of a court of competent jurisdiction or arbitrator pursuant to Section 7.3(e) of the Merger Agreement, a copy of which is delivered to the Escrow Agent by either Distributed Energy or the Indemnification Representatives, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund, or (iii) the provisions of Section 3(b) and Section 9 hereof.
