Distribution of Escrow Amount. (a) Upon receipt of a notice (a “Claim Expiration Notice”) executed by an Authorized Representative of Buyer (i) instructing the Escrow Agent to release funds from the Escrow Account to Buyer or another Buyer Indemnified Person; (ii) specifying the applicable Officer’s Claim Certificate previously delivered by Buyer to which such Claim Expiration Notice relates (the “Relevant Claim Certificate”) and (iii) certifying that: (A) the Relevant Claim Certificate was delivered by Buyer to Seller and the Escrow Agent pursuant to, and in accordance with, Sections 8.4, 8.9(a) and 8.9(b) of the Stock Purchase Agreement; (B) the 30-day period commencing upon receipt by Seller of the Relevant Claim Certificate has expired without delivery of a Claim Dispute Notice to Buyer and the Escrow Agent pursuant to, and in accordance with, Section 8.9(c) of the Stock Purchase Agreement; (C) the amount of funds to be released as specified in such Claim Expiration Notice is equal to or less than the amount specified in the Relevant Claim Certificate; and (D) Buyer is entitled to so instruct the Escrow Agent and to recover such funds specified in such Claim Expiration Notice from the Escrow Account pursuant to, and in accordance with, Section 8.9(c) of the Stock Purchase Agreement, then the Escrow Agent shall promptly (and in any event no later than three (3) Business Days after receipt of such Claim Expiration Notice) deliver to Buyer from the Escrow Account, by wire transfer of immediately available funds, an amount of cash equal to the amount of funds specified to be released from the Escrow Account as set forth in such Claim Expiration Notice. Notwithstanding any of the provisions of the Stock Purchase Agreement, the Escrow Agent shall be entitled to conclusively rely upon such Claim Expiration Notice delivered to the Escrow Agent hereunder in determining whether the amount specified in the Claim Expiration Notice shall be paid out of the Escrow Amount. Buyer and the Seller Group members recognize and agree that Escrow Agent is not responsible for any calculations contemplated under this Agreement.
Distribution of Escrow Amount. The Escrow Amount, with interest, is to be distributed by the Escrow Agent upon receiving written instruction as follows:
Distribution of Escrow Amount. (a) The Parties acknowledge and agree that the Escrow Agreement does not require the Escrow Agent to distribute the Escrow Amount without either: (i) authorization, by Joint Written Instructions; or (ii) an order of any court of the United States or any State of the United States. Accordingly, the Parties acknowledge and agree that, as provided by this Section 10.07, the Parties shall be obligated to deliver Joint Written Instructions to the Escrow Agent directing the Escrow Agent to distribute funds from the Escrow Amount at the time and in the manner specified by the following provisions of this Section 10.07.
Distribution of Escrow Amount. Upon release of the Escrow Amount pursuant to the Escrow Agreement, the Escrow Agent will deliver the released shares and cash, if any, to the Exchange Agent. The Exchange Agent will then deliver to each stockholder who has previously submitted Certificates (i) one or more certificates (which will bear Buyer's customary Securities Act legend relating to unregistered shares) and (ii) cash, representing such stockholder's applicable Fractional Interest in the Escrow Fund. Neither the Escrow Shares nor any rights therein shall be assignable.
Distribution of Escrow Amount. The Escrow Amount shall be paid and distributed by the Escrow Agent subject to the terms and conditions of this Agreement as follows:
Distribution of Escrow Amount. Subject to the requirements set forth in this Section 4.4(h), the Escrow Account shall terminate at 5:00 p.m. (Pacific time) at the conclusion of the Escrow Period; provided, however, that on the first Business Day following the fifteen (15) month anniversary of the Effective Time, the Escrow Agent shall deliver any funds then remaining in the Escrow Amount to the Rights Holders, less (and the Escrow Agent shall retain in the Escrow Account until the end of the Escrow Period): (i) any amounts that Parent has informed the Escrow Agent in writing, prior to that fifteen (15) month anniversary, is necessary, in the reasonable judgment of Parent, to satisfy any unsatisfied claims specified in a Claim Notice (such claims being referred to as the “Unsatisfied Claims”), and (ii) the amount determined as the difference between (A) the Special Retention Set Aside minus (B) the amount, if any, of all Special Retention Payments released to Parent by the Escrow Agent. Immediately following the termination of the Escrow Period, the parties shall direct the Escrow Agent to pay any funds remaining in the Escrow Account to the Rights Holders that are not, as of the conclusion of the Escrow Period, then subject to any Unsatisfied Claim or Special Retention Claims Notice.
Distribution of Escrow Amount. (a) Upon resolution of any claim under this Section 10 by the rendering of a final arbitration decision or final, non-appealable judgment in any litigation, if it is determined that any member of the Buyer Group is entitled to indemnity hereunder, the Buyer shall be authorized to instruct the Escrow Agent to pay to such Indemnified Person(s) identified in such instructions an amount of the Escrow Amount equal to the amount of any claim so resolved, along with a pro rata portion of any interest earned thereon as provided pursuant to the terms of the Escrow Agreement. Upon resolution of any claim other than by the rendering of a final arbitration decision or by the rendering of a final, non-appealable judgment in any litigation, if it is determined that any member of the Buyer Group is entitled to indemnity hereunder, the Buyer and the Sellers' Representative shall promptly jointly instruct the Escrow Agent to pay to such Indemnified Person(s) identified in such instructions an amount of the Escrow Amount equal to the amount of any claim so resolved, along with a pro rata portion of any interest earned thereon as provided pursuant to the terms of the Escrow Agreement.
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Distribution of Escrow Amount. The Escrow Agent shall hold the Escrow Amount in its possession until instructed hereunder to deliver the Escrow Amount in accordance with a written release notice (the “Escrow Amount Release Notice”) signed by an Authorized Person of the Company and substantially in the form of either Exhibit A or Exhibit B attached hereto. Upon receipt of an Escrow Amount Release Notice signed by an Authorized Person of the Company, the Escrow Agent shall promptly deliver the Escrow Amount as instructed in such Escrow Amount Release Notice. The Company agrees to cause the delivery of the Escrow Amount Release Notice in the form of Exhibit A attached hereto on the Special Dividend Payment Date (provided that the conditions set forth in Section 5.03(b) of the Separation Agreement shall be satisfied or waived as of such date), unless the Company has previously caused to be delivered the Escrow Amount Release Notice in the form of Exhibit B attached hereto.
Distribution of Escrow Amount. 4.1 The Escrow Agent, who accepts accordingly, is hereby irrevocably instructed by the TS Parties to distribute the Escrow Amount or Instalment Amounts thereof to the General Partner as follows:
