Distribution of Escrow Funds Sample Clauses

Distribution of Escrow Funds. (a) Upon the delivery by Expedia to Ctrip of (x) a tax payment receipt issued by the applicable PRC Taxing Authority evidencing that any and all Tax that has been imposed by such PRC Taxing Authority with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement has been paid in full, or (y) a written assessment issued by the applicable PRC Taxing Authority evidencing its determination that no Taxes are due from the Seller in connection with such sale, for all purposes of this Agreement, any and all PRC Taxes that may be imposed with respect to such sale shall be deemed to have been paid and fully settled by Expedia Parties to the applicable PRC Taxing Authority on behalf of the Seller. To the extent that, at the time of the delivery by Expedia to Ctrip of any such tax payment receipt or written assessment pursuant to the foregoing provisions of this Section 6.7(a), all other Taxes imposed by an applicable PRC Taxing Authority and required to be paid with respect to the sale of the Transferred Shares by the Seller to the Purchasers pursuant to this Agreement have been fully settled (or deemed fully settled) pursuant to this Section 6.7(a) or Section 6.7(b), the Seller and Ctrip shall deliver a Joint Written Instruction to the Escrow Agent as soon as practicable (but in any event within two (2) Business Days) to release the then-remaining funds in the Escrow Fund to the Seller by wire transfer of immediately available funds to the Seller Bank Account. (b) In the event that the applicable PRC Taxing Authority has made a formal assessment that is final in nature that a certain amount of Taxes is required to be paid with respect to the sale of the Transferred Shares by the Seller to the Purchaser pursuant to this Agreement, and the Expedia Parties do not formally or informally contest (or cause to be contested) such assessment, or, in the event that the Expedia Parties contest (or cause to be contested) such assessment, upon final resolution of such contest (as determined by Expedia), Expedia shall promptly, after receipt of such formal assessment or final resolution, inform Ctrip of such assessment or resolution and provide Ctrip with a copy thereof, whereupon the Seller and Ctrip shall as soon as practicable (but in any event within two (2) Business Days): (i) to the extent that valid payment of such Taxes may be made by payment of the amount of such Taxes by the Escrow Agent directly to the applicable PRC Taxin...

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the...

Distribution of Escrow Funds. The Escrow Funds shall be distributed as follows: (i) if this Agreement is terminated prior to Closing for any reason, the Escrow Funds shall be delivered in accordance with Section 9.02; or (ii) if the Closing shall occur, upon final determination of the Adjusted Purchase Price pursuant to Section 2.06: (A) if Buyer is entitled to a distribution of all or a portion of the Escrow Funds pursuant to Section 2.07(a), then Sellers shall promptly instruct the Escrow Agent to deliver (1) to Buyer out of the Escrow Funds an amount in cash equal to the Closing Amount Excess and (2) to Sellers any cash remaining in the Escrow Funds after the payment in clause (1) of this Section 2.09(b)(ii)(A) has been made; or (B) if Buyer is not entitled to a distribution of any portion of the Escrow Funds pursuant to Section 2.07(a), then Sellers shall promptly instruct the Escrow Agent to deliver to Sellers all of the cash remaining in the Escrow Funds upon such distribution.

Distribution of Escrow Funds. (a) Within two Business Days after the First Release Date, Sellers and Buyer shall, pursuant to the terms of the Escrow Agreement, deliver joint written instructions to the Escrow Agent to distribute to Sellers out of the Indemnity Escrow Funds an amount equal to (i) $75,000,000 (with respect to the Indemnity Escrow Shares, calculated based on the value of the Sellers’ Retained Shares implied by the Closing Purchase Price, after giving effect to any Recapitalization Event) minus (ii) the aggregate amount of all Losses specified in any then-Pending Claims and minus (iii) any Indemnity Payments paid prior to the First Release Date. (b) Within two Business Days after the Second Release Date, Sellers and Buyer shall, pursuant to the terms of the Escrow Agreement, deliver joint written instructions to the Escrow Agent to distribute to Sellers out of the Indemnity Escrow Funds an amount equal to (i) the remaining Escrow Funds at such time less (ii) the aggregate amount of all Losses specified in any then-Pending Claims. (c) Promptly after all Pending Claims have been resolved and satisfied, Sellers and Buyer shall, pursuant to the terms of the Escrow Agreement, deliver joint written instructions to the Escrow Agent to distribute to Sellers the remaining portion of the Indemnity Escrow Funds not required to satisfy such claims.

Distribution of Escrow Funds. The Parties shall, within five (5) business days of the date hereof, instruct the Escrow Agent to distribute all of the funds held by the Escrow Agent pursuant to the Escrow Agreement in accordance with the Joint Written Instructions, in the form attached hereto as Exhibit A. Such Joint Written Instructions provide for a distribution of $3,109,000 by the Escrow Agent to LMI and a distribution of the remainder of the funds held by the Escrow Agent as directed by the Sellers’ Representative to Tech Investments and the other Sellers, provided however that if, within those five (5) business days, the Lease has not been assigned as set forth in Section 8 below (or the Parties have not otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises), then $319,364.92 of this amount will remain in escrow until such time as the Lease is assigned (or the Parties have otherwise mutually agreed to arrange for the transfer of occupancy of the Leased Premises).

Distribution of Escrow Funds. The Parties hereto agree that the Escrow Agent shall hold the Escrow Funds and shall disburse the Escrow Funds only upon the occurrence of any one or more of the following events (each, individually, a "Disbursement Event"): (a) Joint written instructions from Congoleum, Everest and Mt. McKinley to the Escrow Agent directing the disbursement of Escrow Funxx; (b) Upon the sole instruction of Everest and Mt. McKinley, pursuant to sub-paragraph 2.D.3 of the Settlement Agreement, xxxxxx Congoleum objects in writing to such instruction within ten (10) "Business Days" (as defined in Section 2.3 below) of the date on which written notice of such instruction is provided to Congoleum. Everest and Mt. McKinley shall confirm in writing the date on which such written notixx xxx xrovided to Congoleum, pursuant to the notice provisions set forth in Section 4.3 below.

Distribution of Escrow Funds. (a) The Depositors, the Estate Fiduciaries and the Distribution Agent hereby agree that, until the termination of the escrow established pursuant to this Agreement, the Distribution Agent shall hold the Escrow Funds and not disburse any amounts from the Distribution Account except in accordance with the following terms and conditions: i. The Distribution Agent shall disburse to any person amounts from the Escrow Funds if and as so instructed pursuant to (i) a letter of direction jointly executed by the Depositors and the Estate Fiduciaries, a copy of which shall be provided by the Depositors to the Bondholder Group or (ii) where the Depositors have entered into the Allocation Protocol in accordance with clause 12 of the IFSA (the existence of the Allocation Protocol and the identity of the relevant dispute resolver(s) shall be set forth in a written notice jointly executed by the Depositors and delivered to the Distribution Agent), any Depositor’s delivery to the Distribution Agent, with copies to the other Depositors, the Estate Fiduciaries and the Bondholder Group, of a duly authenticated copy of the binding decision made by the relevant dispute resolver(s) under that protocol regarding the allocation of the sales proceeds relating to the Enterprise Solutions business of the Depositors (a “Decision”) which is not stayed or subject to appeal, accompanied by a certificate from such Depositor certifying as to the finality of the Decision; provided, however, that any amounts owing under Paragraph 4(b) or Paragraph 9 by any Depositor (a “Debtor Depositor”) to any other Depositor at the time of an intended distribution from the Escrow Account shall be paid out of the share of the Escrow Funds otherwise payable to such Debtor Depositor and an amount equal to the Lazard Fees (as defined below) shall be held back from any such distribution until such time as the final allocation contemplated by clause (y) of the proviso to Paragraph 5(b) is determined by the Depositors and the Estate Fiduciaries and such parties notify the Distribution Agent of such determination, acting promptly and in good faith. ii. The Depositors understand and agree that no payments or reimbursements made pursuant to Section 6.1 of the ASSA in respect of Transfer Taxes or Section 11.6 of the EMEA ASA in respect of VAT shall constitute any part of the Deposited Purchase Price, the amount transferred from the Good Faith Deposit Escrow Account (including any actual earnings thereon) or the Escr...

Distribution of Escrow Funds. 3.1. If the Master Tenant challenges the determination by Treasury prior to August 15, 2010, then, (a) If Master Tenant receives an increase in the amount of the Cash Grants, the Grant Deficiency will be adjusted downward dollar-for-dollar by the amount of the additional Cash Grants received by Master Tenant (the receipt of the additional Cash Grants and the adjustment being referred to herein as the “Adjusted Grant Deficiency Event”); (b) If Master Tenant’s challenge is denied, then Master Tenant will be treated as receiving a final determination of the Cash Grants amount, such denial being referred to herein as a “Final Determination”. 3.2. Upon the earlier of (i) October 31, 2010, (ii) the occurrence of an Adjusted Grant Deficiency Event, (iii) a Final Determination and (iv) Master Tenant has not challenged the determination prior to August 15, 2010, the following shall occur: Master Tenant shall provide written notice (any notice from Master Tenant under this Section 3 shall be referred to as a “Release Notice”) to STP1, SPI, HEK Partners, Greystone Renewable Energy Manager LLC (“GREM”) and the Escrow Agent authorizing the release of the Escrow Funds to STP1 or Master Tenant. 3.3. The Release Notice shall (i) authorize the release of Escrow Funds to one or more parties in accordance with the terms of this Section 3 and shall provide for the termination of the Escrow Agent’s obligations under this Agreement, subject to the dispute provisions that follow in this Section 3, or (ii) authorize the release of Escrow Funds to none of the parties in accordance with the terms of this Section 3 and shall provide for a single extension of Section 3.2 of this Agreement for a period of not more than thirty (30) days. 3.4. The payments directed by the Release Notice (“Requested Amount”) shall be paid by the Escrow Agent out of the Escrow Funds to or at the direction of Master Tenant in accordance with the Release Notice unless STP1, GREM, SPI or HEK Partners disputes the validity or amount of such claim by notifying Master Tenant and the Escrow Agent in writing, containing a description in reasonable detail of the basis for the dispute and the amount in dispute (a “Dispute Notice”), within five (5) calendar days after a Release Notice is delivered to STP1, HEK Partners, GREM, SPI and Escrow Agent, provided, however, that if SPI, STP1 and HEK Partners waives, in writing, the right to so dispute the Requested Amount, such disbursement may be made immediately. If a Dis...

Distribution of Escrow Funds. (a) Upon the complete resolution of the Rxxxxxx Litigation by the court rendering a final judgment and the applicable appeal time having expired or the court dismissing the complaint with prejudice pursuant to a settlement, the Escrow Agent shall distribute to Rxxxxxx from funds in the Escrow Account any amounts owing to Rxxxxxx as a result of such judgment or settlement, including but not limited to, any interest, penalties, attorney's fees and related expenses as required by such judgment or settlement. (b) The Escrow Agent shall also distribute from the funds in the Escrow Account the costs of defending Capital Reserve in the Rxxxxxx Litigation, including any attorney's fees and related expenses, to the extent such costs have not been previously paid by the Shareholders. The Escrow Agent shall pay such costs directly to the attorneys that defended Capital Reserve in the Rxxxxxx Litigation. (c) Upon completion of the determination of the Adjusted Capital and Surplus of Capital Reserve as of the Closing Date, together with a statement from the Chief Financial Officer of Security National certifying the accuracy of such calculation, the Escrow Agent shall distribute to Security National from the funds in the Escrow Account the amount in which the Adjusted Capital and Surplus of Capital Reserve as of September 30, 2007, as defined in Section 1.2 of the Stock Purchase Agreement, exceeds the Adjusted Capital and Reserve of Capital Reserve on the Closing Date. (d) Upon the completion and satisfaction of the required distributions set forth in Sections 4(a) - (c) above, the Escrow Agent shall distribute the remaining funds in the Escrow Account to the Shareholders on a pro rata basis to the number of shares of Capital Reserve common stock held by the Shareholders on the Closing Date, as set forth on the Certified Shareholders List. Such payments to the Shareholders shall be in the form of cashier's checks payable to the order of each of the Shareholders as named on the Certified Shareholders List. Such Shareholder checks shall be delivered to J. Rxxxx Xxxxxxxxx, 1000 Xxxxxxxxxx, Xxxxx X, Xxxxxxxxx Xxxx, Xxxxxxxx 00000, for disbursement to the Shareholders.

Distribution of Escrow Funds. (a) The Shareholders agree at closing to deposit $175,000 of the Purchase Consideration into the interest bearing Escrow Account as the Deposit Amount. This amount shall be held for a period of six months from the Closing Date (the “Holdback Period”) and used to pay the amount of any adjustments in the Stock Purchase Agreement, including any adjustments described in Sections 1.2(c), (d) and (e) thereunder. The amount of the adjustments shall be determined during the Holdback Period. At the end of the Holdback Period, Security National shall provide written notice of the amount and a description of the adjustments to be charged against the Deposit Amount to the Shareholders and the Escrow Agent at the addresses specified in Section 7 below. Not less than ten (10) days after the notice has been provided to the Shareholders, the Escrow Agent agrees to transfer the remaining amounts of the Deposit Amount, following the payment of any such adjustments, into the Real Estate Deposit Amount to be held and distributed in accordance with the terms of Section 4(b) below; (b) The Shareholders further agree at Closing to deposit $268,500 of the Purchase Consideration into the interest bearing Escrow Account as the Real Estate Deposit Amount. This amount represents approximately 50% of the total outstanding balance on the promissory note that Southern Security has entered into with Wxxx Xxxxxx Funeral Homes, Inc. (the “Note”), which Note is secured by a funeral home property in Collins, Mississippi. The Real Estate Deposit Amount shall be increased by the amount of funds transferred from the Deposit Amount (following payment of any adjustments) after the Holdback Period. The Shareholders agree to grant to Security National a security interest in the Real Estate Deposit Amount to secure payment of the Note. Except as set forth below, beginning on September 1, 2009, and continuing on the same date of each year thereafter, the Escrow Agent shall release to the Shareholders on a pro rata basis an amount equal to the principal reduction of said Note that has occurred during the preceding August 1 through July 31 period, until such time as the Real Estate Deposit Amount (including any funds transferred from the Deposit Amount), and any accrued interest thereon, have been paid to the Shareholders. Such payments shall be made according to the requirements of Section 4(d) below. However, the Escrow Agreement shall make no payments to the Shareholders from the Real Estate Deposit...