Disbursement of Escrow Amount. (a) On or prior to the Closing Date, (x) the Special Committee shall, after consultation with its financial advisors, deliver to the Series A Holders and the Paying Agent a written notice (the “Allocation Schedule”) setting forth (i) the allocation of the Escrow Amount, on a percentage basis, as between the Series B Preferred Stock and the Common Stock and (ii) the per share amount to be paid to each class or series of Junior Holder out of the Escrow Amount, which notice shall be subject to the reasonable review by, and the calculation of the per share amount subject to the reasonable approval of, the Series A Holders, and (y) the Company shall deliver written instructions to the Paying Agent for its use in obtaining the record holder information for the Junior Holders to effectuate the mailing of the claims documentation to the Junior Holders in accordance with industry practices and applicable law.
(b) Prior to the Funding Deadline, the Series A Holders shall direct the Paying Agent, subject to Section 1.2(c) below, to disburse the Escrow Amount in accordance with the Allocation Schedule to each Junior Holder; provided that in order to receive any such payment, a Junior Holder shall have duly executed and completed all claims documentation in accordance with the instructions thereto.
(c) Except as set forth in Section 1.2(b) and 1.2(d), the sole obligation of the Series A Holders with respect to this Agreement shall be to deposit the Escrow Amount pursuant to Section 1.1 and to retain the Paying Agent to effect the payments to the Junior Holders as contemplated by Section 1.2(b). The Paying Agent shall be solely responsible for establishing the timing and procedures for submitting and paying claims against the Escrow Amount and for processing disbursements thereof in accordance therewith; provided, however, that all claims documentation distributed by the Paying Agent shall be prepared, prior to the Closing Date, by the Series A Holders and shall include such reasonable terms and conditions as they shall determine, subject to review by (but not the approval of) the Special Committee, including, without limitation, a full general release in respect of their shares and their statuses as stockholders, as well as all interests in and/or contractual or business relationships with the released parties and dissenters’ or appraisal rights, in favor of the Company, its Affiliates and their respective officers, directors, managers, employees, partners, members and...
Disbursement of Escrow Amount. (a) Prior to the Escrow Release Date, the Escrow Agent shall only disburse the Escrow Amount, or portions thereof, upon receipt of a Claim Notice in the form attached hereto as Exhibit A, duly executed by the Indemnitee(s) filing such Claim Notice.
(b) To the extent that any Escrow Amount is held on the Escrow Release Date by the Escrow Agent against which no claim has been made or pending, such remaining Escrow Amount shall be
Disbursement of Escrow Amount. The Escrow Agent shall dispose of or distribute the Escrow Amount only in accordance with this Section 2.
Disbursement of Escrow Amount. Escrow Agent shall disburse the Escrow Amount as follows: (i) in the event that the Buyer receives a Tax Clearance Letter from the State, Escrow Agent shall deliver the Escrow Amount (or the remaining balance thereof) to Seller or (ii) in the event the State informs Buyer that Seller has any state tax liability and demands payment of all or part of the Escrow Amount, the Escrow Agent shall distribute so much of the Escrow Amount to the State as shall be demanded to satisfy such liability and upon receipt of a Tax Clearance Letter from the State distribute the excess, if any, to Seller as and when permitted by the State. In no event shall the Escrow Agent be required to distribute any amount in excess of the Escrow Amount.
Disbursement of Escrow Amount. The Escrow Agent shall hold the Escrow Amount in escrow and, subject to Section 2.2, shall distribute all or any portion of the Escrow Amount in accordance with the joint written instruction of Tenant, the City and/or Landlord as further provided in Section 2.2 or Section 2.3, as applicable. A party seeking disbursement of all or any portion of the Escrow Amount may deliver to the other parties a written request to execute and deliver to the Escrow Agent joint written instructions as described in Section 2.2. The Landlord, the City and Tenant hereby agree to execute and deliver joint written instructions so as to effectuate the agreements set forth in Section 3.06 of the Ground Lease.
Disbursement of Escrow Amount. 7.1 The Escrow Agent shall not authorize or make any disbursements of the Escrow Amount, except pursuant to Section 6 above or Sections 7.2 or 7.3 below.
7.3 On the Escrow Release Date, the Escrow Agent shall disburse to Seller the Escrow Balance (as hereinafter defined), together with any interest earned thereon, in immediately available funds by wire transfer to Seller's bank account in accordance with wire instructions as set forth in Schedule B hereto. The "Escrow Balance" means the Escrow Amount less the sum of ---------- --------------
Disbursement of Escrow Amount. The Escrow Amount shall be disbursed in the following manner, at the following times and in the following amounts:
(a) On the first business day following the first anniversary of the Closing Date, an amount to the Shareholders equal to Two Hundred Twenty-Five Thousand Euros (€225,000) minus the sum of (i) any amounts paid to the Buyer from the Escrow Amount as provided in Section 2.8(b), (ii) the amount of all Damages paid to Buyer pursuant to Section 7.2 on or prior to the first anniversary of the Closing Date, and (iii) the amount of Damages subject to unresolved claims made by Buyer pursuant to and in accordance with Section 7.2 on or prior to the first anniversary of the Closing Date.
(b) The balance of the Escrow Amount shall be disbursed in accordance with the Escrow Agreement.
Disbursement of Escrow Amount. The Escrow Agent shall release the Escrow Amount in accordance with this Paragraph 2.1 upon the consummation of the acquisition by the Company of Gemma Power Systems, LLC and its affiliated entities (the “Release Condition”). Upon satisfaction of the Release Condition, the Escrow Agent shall deliver (i) the Share Consideration, and the interest earned thereon, to the Company and (ii) the Certificates to the Buyers.
Disbursement of Escrow Amount. Contemporaneous with or as soon as practicable following the release of any remaining amount of the Aggregate Escrow Amount to the Representative for further disbursement to the Company Members and UAR Holders in accordance with the terms of the Escrow Agreement, the Representative shall disburse to the Surviving Entity for further disbursement to the UAR Holders (subject to applicable Tax withholding in accordance with Section 2.15) and directly to each Company Member an amount equal to such UAR Holder’s or Company Member’s, as applicable, Escrow Amount minus (i) the amount of any Losses for which such UAR Holder or Company Member, as applicable, is 33 determined to be responsible pursuant to Article XI, minus (ii) the portion of any Final Adjustment Shortfall allocable to such UAR Holder or Company Member, as applicable. For the avoidance of doubt, the Surviving Entity shall be responsible for payment of the Xxxxxxx Escrow Amount Fee to Xxxxxxx.
Disbursement of Escrow Amount. Pursuant to the terms of the Escrow Agreement, on the expiration of the Escrow Period, the Escrow Agent shall release from escrow the Escrow Amount, plus any proceeds thereof, remaining in escrow, provided, however, that any such release shall be reduced by the full amount of any claims made pursuant to Section 2.10(e) or this Article 10 prior to the expiration of the Escrow Period, but not yet finally adjudicated or otherwise finally resolved and paid and such funds shall remain in the Escrow Account. The Escrow Amount, plus any proceeds thereof, remaining in escrow after the expiration of the Escrow Period in connection with pending claims shall be released from escrow when all claims made prior to the expiration of the Escrow Period, in accordance with this Section 2.10(e) or this Article 10, have been finally adjudicated or otherwise finally resolved and paid. Any released Escrow Amount, plus any proceeds thereof, shall be released and delivered by the Escrow Agent to the Effective Time Holders in accordance with the Escrow Agreement, pursuant to written instructions of the Stockholders’ Representative setting forth the Stockholders’ Representative’s determination of the portion of such released Escrow Amount, plus any proceeds thereof, payable to each Effective Time Holder based on each Effective Time Holder’s Pro Rata Share.
