Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows:
Disbursement of the Escrow Fund. The following conditions shall dictate the disbursement of the Escrow Fund:
Disbursement of the Escrow Fund. The Escrow Agent will release from the Escrow Fund, within three (3) Business Days following the end of the Claims Period, (A) to the Sellers, by wire transfers of immediately available funds to the accounts set forth on Schedule A in the respective percentages set forth opposite the Sellers’ names on Schedule A, rounded to the nearest cent (the “Seller Percentages”), the entirety of the then remaining Cash Escrow Amount and/or (B) to X.X. Xxxxxx Private Bank, Attention: Xxxxxxx Xxxxxx, at 000 Xxxxxxx Xxxxxxxxxx Xxxx, OPS 3/1, Newark, DE 19713, by personal delivery or overnight courier of the sealed envelope containing the entirety of the then remaining Stock Escrow Amount, in each case, less (i) any then remaining Disputed Amounts and (ii) any amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts. The aggregate amount of all Disputed Amounts and such Claimed Amounts will remain in the Escrow Fund following the termination of the Claims Period, and will not be released until such time, with respect to each Disputed Amount and such Claimed Amounts, as the Escrow Agent receives a Joint Instruction or a Final Determination directing the disbursement of such Disputed Amount or such Claimed Amount (which disbursement will be made within three (3) Business Days of the Escrow Agent’s receipt of such Joint Instruction or Final Determination). In the event the Sellers’ Representative Expenses Amount is unavailable to satisfy in full all out-of-pocket fees and expenses (including legal, accounting, and other advisors’ fees and expenses, if applicable) incurred by the Sellers’ Representative in connection with the Purchase Agreement and this Agreement, then, following the Claims Period and the satisfaction in full of any indemnity obligations of the Sellers pursuant to Article X or Article XI of the Purchase Agreement (including any such indemnification obligation relating to any Disputed Amount and any Claimed Amounts with respect to which a Claim Notice was delivered within fifteen (15) Business Days of the end of the Claims Period that might become Disputed Amounts), prior to any distribution of all or any portion of the Escrow Fund to the Sellers, the Sellers’ Representative will be entitled to reimbursement for such out-of-pocket fees and expenses and other obligations to or of the Sellers’ Representative out of such Escrow Fund to the extent that the Seller...
Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligation of the Investor to consummate the purchase of shares of the Series B Preferred Stock pursuant to the Investment Agreement and the obligation of the Company to return the Escrow Fund in the event that the shares of Series B Preferred Stock are not issued in accordance with the Investment Agreement. Accordingly, the Escrow Agent shall disburse the Escrow Fund (including any interest income or investment earnings thereon) (i) to the Company by wire transfer of immediately available funds to the Company's account at First Union National Bank, ABA No. 000000000, for credit to Account No. 2080000077640, within one business day following receipt of a notice signed by both the Company and the Investor stating that one of the conditions to the issuance of the Series B Preferred Stock set forth in the third sentence of Section 2.01(b) of the Investment Agreement has been satisfied and that the Company has issued such shares of Series B Preferred Stock to the Investor or (ii) to the Investor by wire transfer of immediately available funds to the Investor's account at __________________, ABA No. __________________, for credit to Account No. ___________ within one business day following receipt of a notice signed by both the Company and the Investor stating that the conditions for the delivery of the Escrow Fund to the Company set forth in the first sentence of Section 2.01(b) of the Investment Agreement have not been satisfied and that, therefore, the Series B Preferred Stock will not be issued to the Investor pursuant to the Investment Agreement.
Disbursement of the Escrow Fund. The Escrow Agent shall hold the ------------------------------- Escrow Fund until it delivers the same as provided in this Section 5, as follows:
Disbursement of the Escrow Fund. (a) On the Closing Date, the Escrow Agent shall deliver, by wire transfer as instructed by each recipient, to (i) Mastodon Ventures, Inc., $100,000, (ii) the Wxxxxxx Xxxxx & Fxxxxxx Xxxxx Testamentary Trusts, $101,799, (iii) Shearman & Sterling, $25,000, (iv) AHG, $31,387.65, and (v) the Escrow Agent, $15,000. AHG, the Company and Pie Squared contemplate requesting a distribution from the Escrow Agent of an amount of the Escrow Fund (the “Initial Requested Working Capital Distribution Amount”) to Pie Squared to be used by Pie Squared to make various payments relating to the 30-day period commencing on the Closing Date (the “Initial Budget Period”). To request the distribution of the Initial Requested Working Capital Distribution Amount on the Closing Date, AHG, the Company and Pie Squared shall deliver to the Escrow Agent and Rev Acquisition no later than 10:00 a.m. on the Closing Date a certificate substantially in the form of Exhibit 2 hereto (a “Requested Working Capital Distribution Certificate”) relating to the Initial Budget Period. In the event the Requested Working Capital Distribution Certificate is delivered on the Closing Date relating to the Initial Budget Period, the Escrow Agent shall deliver the Initial Requested Working Capital Distribution Amount to Pie Squared in accordance with the terms hereof unless, no later than 10:30 a.m. on the Closing Date, Rev Investment delivers a notice to the Escrow Agent, AHG, the Company and Pie Squared substantially in the form of Exhibit 3 hereto (a “Requested Working Capital Distribution Objection Notice”) notifying them that it objects to the distribution of some or all of the Initial Requested Working Capital Distribution Amount (the amount of the Initial Requested Working Capital Distribution Amount or any Subsequent Requested Working Capital Distribution Amount (as defined below) to which Rev Acquisition objects by the delivery of a Requested Working Capital Objection Notice relating to a particular budget period in accordance with the terms hereof is hereinafter referred to as the “Objection Amount” relating to such period) because Rev Acquisition has determined, in its sole discretion, that the use of the Objection Amount relating to such period may not be an Eligible Use. In the event that Rev Investment delivers a Requested Working Capital Distribution Objection Notice to the Escrow Agent, AHG and Pie Squared on the Closing Date in accordance with the terms hereof relating to such period, the Escr...
Disbursement of the Escrow Fund. The Escrow Agent shall disburse the amounts from time-to-time on deposit in the Escrow Fund as follows:
Disbursement of the Escrow Fund. Except as otherwise provided in this Section 2, the Escrow Fund shall remain in existence from the Closing until the eighteen (18) month anniversary of the date of this Agreement (the “Termination Date”). The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to make distributions from the Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows:
Disbursement of the Escrow Fund. The Escrow Deposit portion of the Escrow Fund shall secure the obligation of the Shareholder to pay the amount of any Working Capital Deficit under Section 3.4(d) of the Purchase Agreement and the amount of any indemnification obligation of the Shareholder under Article XI of the Purchase Agreement. The Separation Costs Deposit portion of the Escrow Fund represents a deposit by the Company for the payment of Separation Costs to Separated Persons under Section 7.8(c) of the Purchase Agreement. Capitalized Terms used herein, but not defined herein, shall have the meanings given such terms in the Purchase Agreement.
Disbursement of the Escrow Fund. The Escrow Agent shall distribute the Rimage Escrowed Stock whenever there shall be delivered to the Escrow Agent (a) a certificate signed by Rimage and the Shareholder Agent certifying, or (b) a certified copy of a judgment of a court of competent jurisdiction determining, that an amount is due from Shareholders pursuant to Section 9.2 of the Agreement; provided, however, that the Escrow Agent shall not be required to make such distribution more than once per month. The Escrow Agent shall, to the extent that the amount of Rimage Escrowed Stock then held by it in the Escrow Fund shall be sufficient for such purpose, cause certificates of shares of the Rimage Escrowed Stock (in each Shareholders' name in proportion to their respective holdings) having a value (based upon the average of the last sale prices of Rimage Common as quoted on the Nasdaq on the five trading days ending on the date preceding distribution of the Rimage Escrowed Stock) equal to such amount, and duly executed stock powers with respect to such certificates, with signatures guaranteed by a bank or trust company or by a member firm of the National Association of Securities Dealers, Inc., to be delivered to Rimage.
