Disbursements of Escrow Funds and Accretions Thereto. (a) The Escrow Agent shall hold the Escrow Funds in safekeeping and disburse the same or any part thereof only in accordance with and upon: (i) jointly executed written instructions in the form attached hereto as Exhibit B-1 of Buyer and Seller (a “Joint Direction”), signed by both Buyer and Seller (or counterparts thereof), or (ii) a written instruction, order or judgment of a court of competent jurisdiction (x) which has not been reversed, stayed, modified, amended, enjoined, set aside, annulled or suspended, (y) with respect to which no request for a stay, motion or application for reconsideration or rehearing, notice of appeal or petition for certiorari is filed within the deadline provided by applicable statute or regulation or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought and (z) as to which the deadlines for filing such request, motion, petition, application, appeal or notice referred to in clause (y) above have expired (a “Court Direction”). The Escrow Agent shall receive and may conclusively rely upon a written opinion of counsel to Buyer or Seller to the effect that a written instruction, order or judgment is a Court Direction as defined in this Section 4(a), provided that (x) such opinion states that the opinion and Court Direction were previously or simultaneously provided to each other Party and (y) no objection thereto is delivered to the Escrow Agent by any other Party during the five Business Days following the date that such opinion was delivered to the Escrow Agent. In addition to the foregoing, if any interest or other income is earned from investment of the Escrow Funds, then within five (5) Business Days after the end of each calendar quarter in which such interest or other income is earned, and in addition, on a day prior to or concurrently with the final disbursement of the Escrow Funds in accordance with this Section 4, Escrow Agent will disburse to Seller an amount equal to 40% of the amount of such interest or other income earned on the Escrow Funds, in each case since the end of the prior calendar quarter as coverage for the estimated tax liability of Seller.
Disbursements of Escrow Funds and Accretions Thereto. (a) The Escrow Agent shall hold the Escrow Funds deposited in the Escrow Account in safekeeping and disburse the same or any part or parcel thereof only in accordance with and upon: (i) jointly executed written instructions of Regency and Nexus (a “Joint Direction”), or (ii) a final written decision, order, judgment or decree of a court having jurisdiction which is not subject to appeal and as to which notice of appeal has not been timely filed or served (a “Final Decision”). The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel to the presenting party to the effect that a decision, order, judgment or decree is final and nonappealable and from a court having competent jurisdiction. Within one Business Day after the end of each calendar quarter after the date of this Agreement, the Escrow Agent shall disburse to Nexus any income, interest or other amounts received on the Escrow Funds.
