Distribution of Escrow Fund. On the Initial Escrow Release Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (a) $9,000,000, minus (b) the sum of (i) all amounts distributed from the Escrow Fund on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Initial Escrow Release Date, to the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer (x) the remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Escrow Termination Date (the “Escrow Release Amount”), less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. As soon as all such unsatisfied or disputed claims have been resolved and fully paid, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent to transfer any amounts remaining in the Escrow Fund (which amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, to the Company Securityholders in accordance with their respective Pro Rata Portions. If any withholding pursuant to applicable Law is required in connection with such payments, Parent or the Surviving Corporation shall cooperate with the Securityholder Representative Committee to make such payments (and effect such withholding) through its or the Surviving Corporation’s payroll system.
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in California, on the date that is eighteen (18) months from the date upon which the Closing shall occur (the “Escrow Period”), and the Escrow Agent shall promptly distribute the funds remaining, if any, in the Escrow Fund to the Shareholder Representative Distribution Account following such termination including any accrued interest; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Representative and the Escrow Agent prior to the expiration of the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and any such amount shall not be distributed to the Sellers at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that is not required to satisfy such Unresolved Claims. Deliveries of the remaining portion of the Escrow Fund to the Sellers pursuant to this Section 8.7 shall be made in proportion to their respective pro rata portions of the remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities), with the amount delivered to each Seller rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).
Distribution of Escrow Fund. Distributions from the Escrow Fund shall --------------------------- be made as follows:
Distribution of Escrow Fund. Upon the deposit of the Escrowed Proceeds in accordance with Section 2 hereof, the Escrow Agent shall hold the Escrow Fund in its possession until instructed hereunder to deliver the Escrow Fund or any specified portion thereof as follows:
Distribution of Escrow Fund. If Xxxxx fails to make a Claim on or prior --------------------------- to the Claim Expiration Date, then as promptly as practicable thereafter (and in no event later than ten (10) Business Days following the Claim Expiration Date), the Escrow Agent shall disburse the Escrow Fund (including any interest thereon) to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock on the Closing Date. If Xxxxx timely makes a Claim, and if at or after the expiration of the Claim Expiration Date, Xxxxx'x Claims (whether or not in dispute) aggregate less than the remaining amount of the Escrow Fund, then the Escrow Agent shall deliver the remaining amount of the Escrow Fund (less 110% of the amount of Xxxxx'x Claims) to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock on the Closing Date, and the balance, if any, after resolution of Xxxxx'x Claims. If, however, Xxxxx timely makes a Claim or Claims in accordance with Section 5 above, and if at the expiration of the Claim Expiration Date, such Claim or Claims (whether or not in dispute) aggregate more than the remaining amount of the Escrow Fund, then, only after the Escrow Agent's receipt of (and distributions of Damages with respect to) Final Instructions for all such Claims, shall the Escrow Agent deliver any remaining portion of the Escrow Fund to the Stockholders pro rate in accordance with their respective ownership of Company Common Stock on the Closing Date.
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence as promptly as practicable following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in California, on the date seven (7) days after the twelve (12) month anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to Seller following such termination; provided, however, that the Escrow Fund, plus any accrued interest thereon, not used to satisfy Purchaser claims shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the expiration of the Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims.
Distribution of Escrow Fund. (a) On the first business day immediately following the second anniversary of the Effective Time (the "Release Date"), the Escrow Agent shall ------------ distribute to the Talaria Stockholder Representative, on behalf of the Talaria Stockholders, the balance of the remaining Escrow Fund then held by the Escrow Agent pursuant to this Agreement, less the aggregate amount of such Escrow Fund ---- (if any) as is then subject to a pending Claim Certificate (whether or not a Claim Denial has been given with respect thereto). To the extent any portion of the Escrow Fund shall remain in escrow pursuant to the preceding sentence, the form of such remaining Escrow Fund (cash, shares of Esperion Common or a combination thereof) shall be in Esperion's sole discretion. For this purpose, each share of Esperion Common shall be valued at [****] (**) of its Fair Market Value as of the Release Date. Any part of the Escrow Fund that is not distributed to the Talaria Stockholder Representative on the Release Date because it is subject to a pending Claim Certificate shall be distributed (y) in accordance with the written agreement of Esperion and the Talaria Stockholder Representative, or (z) pursuant to a Final Determination.
Distribution of Escrow Fund. Upon the Escrow Termination Date, a portion of the Escrow Fund (the “Escrow Release Amount”) shall promptly be delivered to (a) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (b) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11). Notwithstanding the foregoing, if, at any time on or prior to the Escrow Termination Date, any Indemnified Party delivers to the Securityholders’ Representative and the Escrow Agent a Claim Certificate asserting a claim for recovery under Section 8.3, then the Escrow Fund shall not terminate with respect to the amount or reasonably anticipated amount of Losses set forth in such Claim Certificate and which shall be subject to subsequent to resolution of the claim in the manner provided in this Agreement and the Escrow Agreement. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claims to (i) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (ii) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11).
Distribution of Escrow Fund. (a) The Company shall distribute to GMC and RAI their respective shares of the Escrow Fund in three equal installments on June 30, 1999, 2000 and 2001 (a "Distribution Date"). Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI on a Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Party, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice. Upon the later to occur of July 31, 2001 and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30, 2001, the Trustee shall distribute to GMC and RAI their respective shares of the Escrow Fund as the same has been reduced by that portion of the Escrow Fund which previously had been distributed to an Indemnified Party.
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Austin, Texas time, on the date that is the twelve (12) calendar month anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall, within five (5) Business Days following the expiration of the Escrow Period, cause to be distributed the remaining Escrow Shares and will distribute funds in the Escrow Fund to the Escrow Participants and such individuals and in such amounts as are designated in the Allocation Schedule following such termination in the same form and in accordance with the same delivery addresses, as applicable, as such distributions were made to each such Escrow Participant at Closing, except as otherwise indicated in any update delivered to the Escrow Agent by the Representative to reflect any assignments or other changes in factual information; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Section 10.2(a) (“Unresolved Claims”) delivered prior to the Escrow Period termination, and any such amount shall not be distributed to the Escrow Participants at such time. As soon as all Unresolved Claims have been resolved after the Escrow Period termination date, the Escrow Agent shall cause to be delivered the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims, to the Escrow Participants. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Participants pursuant to this Section 10.7 shall be made as set forth in the Allocation Schedule, with the amount delivered to each Escrow Participant rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Notwithstanding anything to the contrary contained herein, the Escrow Agent shall be entitled to deduct and withhold from any Escrow Amount payable pursuant to this Agreement to any Escrow Participant such amounts as may be required to be deducted or withheld therefrom under any provision of U.S. federal, state, local or non-U.S. tax law or under any other Applicable Law. To the extent such amounts are so deducted or withheld and paid over to the appropriate Governmental Entity, such amounts shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid.
