Disbursement Following the Termination Date Sample Clauses

Disbursement Following the Termination Date. Within three (3) Business Days after the fifteen-month anniversary of the Closing Date (the “Termination Date”), the Escrow Agent shall distribute to the Indemnifying Stockholders all of the remaining Escrow Fund in accordance with Attachment A. Notwithstanding the foregoing, if NetScout has delivered to the Escrow Agent at any time prior to the Termination Date, (i) a copy of a Claim Notice and the Escrow Agent has not received written notice signed by both NetScout and the Stockholders Representatives indicating the resolution of the claim covered thereby, or (ii) a copy of an Expected Claim Notice and the Escrow Agent has not received written notice signed by both NetScout and the Stockholders Representatives indicating the resolution of the anticipated claim covered thereby, then to the extent that such Claim Notice or Expected Claim Notice was received by the Escrow Agent prior to 4 p.m. Eastern time on the Termination Date (provided, however, if the Termination Date is not a business day for the Escrow Agent, then 4 p.m. Eastern time on the next succeeding business day), there shall be deducted from the amount to be distributed an amount equal to any unresolved Claimed Amount covered by a Claim Notice or equal to the estimated amount of Damages set forth in an unresolved Expected Claim Notice, as the case may be, and the Escrow Agent shall retain in escrow the amount so deducted after the Termination Date. Any funds so retained in escrow shall be disbursed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. The Escrow Agent may rely conclusively on any Claim Notice or Expected Claim Notice it receives hereunder or any notice regarding the resolution of any claim or anticipated claim and it will be presumed that any such notice satisfies the conditions set forth herein. Furthermore, the Escrow Agent shall have no responsibility to determine if any claim or resolution notice received hereunder satisfies the conditions set forth in the Merger Agreement for making a claim, including whether there is a basis for making a claim, whether the claim is set forth in sufficient detail, or that a copy of any notice was sent to or received by any other person including the Indemnifying Stockholders or the Stockholders Representatives. When determining the amount of Escrow Shares to retain to satisfy any matters identified in a Claim Notice or Expected Claim Notice, the Escrow Agent may request a calculation of the Reference Price for ...
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Related to Disbursement Following the Termination Date

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Payments Following Termination (a) If the Employment is terminated for any reason, either by the Company or by the Executive’s resignation, then the Company shall pay the Executive the following amounts as part of the Company’s next regular payroll cycle but in no event later than thirty (30) days after the Termination Date, to the extent that the same have not already been paid;

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Fees and Expenses Following Termination (a) If this Agreement is terminated by Parent pursuant to Section 8.03(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the Termination Fee.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination of Consulting Period Notwithstanding any other provision hereof, the Consulting Period and Consultant’s services as a consultant hereunder shall terminate, and, except as otherwise specifically provided herein, this Agreement shall terminate:

  • In the Event of Termination In the event of termination of this Agreement:

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