Disposition of Escrow Fund. (a) From and after the Closing at any time or times on or before the First Anniversary Date, NewCo may make claims against the Escrow Fund pursuant to and in accordance with the Transition Payment Agreement. In the event that NewCo shall have made a claim for funds pursuant to and in accordance with the Transition Payment Agreement, NewCo shall notify Parent of such claim in accordance with the applicable provisions of the Transition Payment Agreement and provide a copy of such notice to the Escrow Agent. If Parent shall dispute any portion of such claim in accordance with the Transition Payment Agreement, Parent shall cause written notice to be delivered to NewCo and to the Escrow Agent within five Business Days after receipt of notice of NewCo’s claim by Parent, in which case the Escrow Agent shall (i) continue to hold in the Escrow Fund in accordance with the terms of this Escrow Agreement the amount of such claim that is disputed by Parent and (ii) pay the balance of such claim (if any) in immediately available funds to NewCo within three Business Days of receipt of such notice; otherwise, such claim shall be deemed to have been acknowledged to be payable out of the Escrow Fund in the full amount and the Escrow Agent shall pay such claim in immediately available funds to NewCo within three Business Days after expiration of such five Business Day period. Upon final resolution of any such dispute in accordance with the applicable provisions of the Transition Payment Agreement, Parent and NewCo, within three Business Days after such final resolution, shall jointly instruct the Escrow Agent to release the amount determined to be payable to NewCo pursuant to the applicable provisions of the Transition Payment Agreement from the Escrow Fund in immediately available funds within three Business Days after the receipt of such instruction.
(b) The Escrow Agent shall continue to hold in the Escrow Fund the amount of any claim made by NewCo under Section 6(a), with respect to which Parent has timely delivered a notice of dispute under such section, until the Escrow Agent receives: (i) a joint instruction from Parent and NewCo regarding the disposition of such amount, or (ii) a final, non-appealable judgment (or final judgment with respect to which no notice of appeal has been filed within thirty days thereof) of an arbitration panel or court having jurisdiction over the dispute, together with an opinion of counsel to the presenting party to the effect that such ju...
Disposition of Escrow Fund. The Escrow Agent shall disburse the Escrow Funds in accordance with the provisions of Appendix B attached hereto and incorporated herein.
Disposition of Escrow Fund. Upon receipt of a Joint Release Instruction with respect to the Escrow Fund, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Joint Release Instruction, disburse all or part of the Temporary Escrow Amount in accordance with such Joint Release Instruction. If at any time either of the Parties receives a Final Determination, then upon receipt by the Escrow Agent of a copy of such Final Determination from any Party, the Escrow Agent shall (A) promptly deliver a copy of such Final Determination to the other Party and (B) on the fifth (5th) Business Day following receipt by the applicable Party from the Escrow Agent of the Final Determination, disburse to Buyer and/or Holdings, as applicable, part or all, as the case may be, of the Temporary Escrow Amount (but only to the extent funds are available in the Escrow Fund) in accordance with such Final Determination. Subject to the terms of this Section 4(a), the Escrow Agent will act on such Final Determination without further inquiry.
Disposition of Escrow Fund. The Escrow Funds shall be disbursed in accordance with the provisions in paragraphs III.2 - III.5 of the Settlement Agreement and the Settlement Allocation Schedule attached as Exhibit 5 thereto. The Escrow Agent’s sole responsibility is to retain the Escrow Funds until the Escrow Agent: (i) receives Final Order Confirmation Notices from Xxxxxx for each of the Texas Proceedings, the Florida Proceedings, the New York Proceedings, the Iowa Proceedings and the Federal Qui Tam Proceedings, in which event the Escrow Agent shall distribute all of the Escrow Funds, or if a portion of the Escrow Funds have previously been distributed then the Escrow Agent shall distribute the remaining Escrow Funds, or (ii) receives a Final Order Confirmation Notice from Xxxxxx for a particular State Proceeding in which event it will distribute all amounts payable to the state or local government Plaintiffs in the State Proceeding covered by the Final Order Confirmation Notice and retain the remaining Escrow Funds to be further distributed pursuant to this Agreement, or (iii) receives a written instruction executed by each of the Settling Parties directing delivery of the Escrow Fund, in which event the Escrow Agent shall be authorized to disburse the Escrow Fund in accordance with such written instruction, or (iv) is otherwise directed by the United States District Court for the District of Massachusetts as to the distribution of the Escrow Funds, in which event the Escrow Agent shall comply with such court order.
Disposition of Escrow Fund. (a) In the event that the Final Cash Consideration is less than the Estimated Cash Consideration, Acquiror and Shareholder Representative, within two (2) Business Days after the Final Cash Consideration is finally determined pursuant to Section 3.06 of the BCA, shall give a joint written instruction (“Joint Written Instruction”) to Escrow Agent in substantially the same form of Schedule C attached hereto, authorizing the release of the amount of such deficiency to Acquiror from the Escrow Account to Acquiror, and authorizing the release of the remaining balance, if any, in the Escrow Account as directed by the Shareholder Representative. In the event that the Final Cash Consideration is equal to or greater than the Estimated Cash Consideration, Acquiror and Shareholder Representative, within two (2) Business Days after the Final Cash Consideration is finally determined pursuant to Section 3.06 of the BCA, shall give a Joint Written Instruction to Escrow Agent to release all amounts in the Escrow Account to either the Shareholder Representative or Acquiror.
(b) Notwithstanding anything contained herein to the contrary, the Escrow Agent shall release the Escrow Amount, or any portion thereof, pursuant to any Joint Written Instruction received from Acquiror and Shareholder Representative from time to time.
(c) All disbursements pursuant to this Section 3 will be made by Escrow Agent within two (2) Business Days after Escrow Agent confirms the applicable funds transfer instructions in accordance with the security procedures set forth in Section 4(b).
Disposition of Escrow Fund. (a) The Escrow Fund held hereunder shall be released by the Escrow Agent to Seller on the next business day following the first anniversary of the Closing Date (the "Distribution Date"). Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article IX of the Merger Agreements) as determined in good faith by Buyer shall be released to Seller.
(b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Buyer, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to Seller.
(c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to the provisions hereof.
(d) No fractional Buyer Shares shall be delivered at any time by the Escrow Agent.
Disposition of Escrow Fund. The Escrow Fund is being established for the purpose of providing to BSVN additional security for, and as recourse against, certain indemnity obligations of the Shareholders pursuant to Section 9.1(a) of the Share Acquisition Agreement. The Escrow Fund shall be held and disposed of by the Escrow Agent for the benefit of BSVN, the Representative and the Shareholders, as the case may be, as follows:
Disposition of Escrow Fund. SYBRON and the LRS Representatives hereby instruct the Escrow Agent, and the Escrow Agent hereby agrees, to hold, invest and dispose of the Escrow Fund and any interest and other income received from the investment or reinvestment of the Escrow Fund, including any cash dividends received with respect to shares held therein (collectively, the "Interest"), in accordance with and subject to the terms, conditions, limitations and restrictions contained in this Escrow Agreement.
Disposition of Escrow Fund. 4.01 Addison York and Vendor hereby instruct the Escrow Agent and the Escrow Agent hereby agrees to hold, invest and dispose of the Escrow Fund in accordance with and subject to the terms, conditions, limitations and restrictions contained in this Agreement and the Asset Purchase Agreement.
Disposition of Escrow Fund. During the term of this Escrow Agreement, Escrow Agent shall make disbursements from the Escrow Fund: (i) to Gold Ribbon upon the receipt of at least $18,000,000 in Escrow Funds; (ii) to the transfer agent of Gold Ribbon if on , 2009 [the termination date of the warrants] less than $18,000,000 in Escrow Funds has been received.
