Disposition of the Escrow Fund. 4.1 The Escrow Fund shall be released and distributed by the Escrow Agent in accordance with the provisions set forth below and, in any event, upon its receipt of, and in accordance with, joint written instructions from Buyer and Seller Agent. Buyer and Seller Agent agree to jointly instruct the Escrow Agent to release and disburse the amounts in the Escrow Fund in a manner consistent with the terms and conditions of the Purchase Agreement and this Escrow Agreement.
Disposition of the Escrow Fund. After drawing upon the Letter of Credit, the Escrow Agent shall disburse the Escrow Fund only (i) upon written direction signed by Shamrock and MSI, (ii) upon written direction of the Arbitrator appointed to resolve disputes under the Purchase Agreement or (iii) upon direction of any court of competent jurisdiction. The Arbitrator shall determine any actual damages of MSI (if any) incurred as a result of Shamrock's failure to Close in breach of its obligations under the Purchase Agreement ("MSI Damages") and shall direct that such damages be paid to MSI from the Escrow Fund and that the balance of the Escrow Fund be promptly returned to Shamrock Nothing herein shall prevent Shamrock from recovering from MSI its actual damages resulting from any breach by MSI of any of its representations, warranties or covenants under the Purchase Agreement.
Disposition of the Escrow Fund a. At any time after the execution of a General Release by a Claimant, HLC Inc. may deliver a copy of such General Release to Buyer. Within 3 Business Days following the date on which HLC Inc. has delivered General Releases for at least 3 out of 4 Claimants (which proportion shall be reduced if a Claimant has provided a General Release prior to the Closing), Buyer and HLC Inc. shall deliver to the Escrow Agent a joint notice instructing the Escrow Agent to release to HLC Inc. the entire remaining balance of the Escrow Fund within 3 Business Days following delivery of such notice.
Disposition of the Escrow Fund a. At any time after the execution of a General Release by a Claimant, HLC Inc. may deliver a copy of such General Release to Buyer. Within 3 Business Days following the date on which HLC Inc. has delivered General Releases for [****], Buyer and HLC Inc. shall deliver to the Escrow Agent a joint notice instructing the Escrow Agent to release to HLC Inc. the entire remaining balance of the Escrow Fund within 3 Business Days following delivery of such notice.
Disposition of the Escrow Fund. (a) If the Closing under the Purchase Agreement occurs, then, at the Closing, the Escrow Agent shall pay the Escrow Fund to the Seller.
Disposition of the Escrow Fund
