Distribution and Termination. Subject to the terms and conditions of this Agreement, on the Effective Date (as hereinafter defined), all of the Partnership Property shall be distributed to the Partners in accordance with the Distribution and Assignment Agreement referred to in Section 1.6(ii) of this Agreement. Upon such distribution, the Partnership's affairs shall be terminated and the liquidators shall promptly cause to be filed all certificates and instruments required to effect the termination of the Partnership, including a Certificate of Cancellation in substantially the form attached hereto as Exhibit 1.2 to be filed with the Secretary of State of the State of Delaware.
Distribution and Termination. As soon as practicable after the third anniversary of the Closing Date, Escrowee shall deliver to Dauphin any Dauphin Shares then remaining in the Escrow Fund and not subject to release in manner described in Section 3 above, whereupon the Escrow Fund shall terminate and Escrowee shall be released from further duties and obligations hereunder.
Distribution and Termination. As soon as practicable after the Escrow Termination Date, the Escrow Agent shall deliver the Escrowed Shares, as then constituted, to the Significant Stockholders according to their pro-rata percentages; provided, however, that if Fidelity notifies the Escrow Agent in writing that a claim by Fidelity for indemnity under the Merger Agreement has been made prior to the Escrow Termination Date and remains pending on the Escrow Termination Date, the Escrow Agent shall withhold such number of Escrowed Shares equal to Fidelity's good faith estimate of the maximum amount of all such pending claims (including, without limitation, expenses as specified by Fidelity in such notice), and shall distribute the balance of the Escrowed Shares to the Significant Stockholders. With respect to the Escrowed Shares which remain in escrow, the provisions hereof shall continue to apply, including the disposition of the Escrow Shares in accordance with Section 3 hereof. At each such time as any claim pending on the Escrow Termination Date is no longer pending, the Escrow Agent shall distribute to the Significant Stockholders any balance of the Escrowed Shares withheld in respect of that claim remaining after disposition thereof. When all Escrowed Shares have been distributed in accordance with Section 3 and/or this Section 5, this Agreement shall terminate.
Distribution and Termination. (a) The Escrow Agent shall distribute the Escrow Amount to the Seller as follows; (i) two hundred fifty thousand dollars ($250,000) shall be distributed at the later of (A) ninety (90) days after Closing, or (B) within three (3) Trading Days of receiving written notice from Buyer and Seller that Buyer has been paid in full for all Purchase Price adjustments pursuant to the Purchase Agreement (such date of payment being the "First Release Date"); (ii) an additional two hundred fifty thousand dollars ($250,000) shall be distributed ninety (90) days after the First Release Date; (iii) an additional four hundred thousand dollars ($400,000) shall be distributed one hundred eighty (180) days after the First Release Date, and (iv) the final one hundred thousand dollars ($100,000) shall be distributed two hundred seventy (270) days after the First Release Date, provided, however, that if any Claims have not been paid to Buyer or finally determined in favor of Seller, then the above distributions shall be reduced by the amount of all unpaid and unresolved Claims until such Claim is resolved in accordance with the terms and provisions of the Asset Purchase Agreement. If any Claim is resolved after any distribution date above and the Seller remains entitled to payment hereunder, such distributions shall be paid by the Escrow Agent to Seller within five (5) business days thereafter. Interest earned and accrued on the Escrow Amount shall be paid to Seller at the times payments are made as set forth in (i)-(iv) above.
Distribution and Termination
