Distribution of Escrow Property Sample Clauses

Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property as set forth in this Section I.3. (a) Unless an Arbitration Funding Notice has been delivered by the Investor pursuant to Section I.3(b) below, subject to receipt by the Escrow Agent and the Investor on March 12, 2013 of a certificate executed by the Chief Financial Officer of the Company that (i) requests that the Escrow Agent disburse all or any portion of the Cash Escrow Funds pursuant to the Securities Purchase Agreement, (ii) certifies the amount of the Company’s then outstanding Convertible Notes, (iii) certifies that the Company has irrevocably funded to the trustee under the indenture governing the Convertible Notes (the “Convertible Notes Trustee”) an amount that, when combined with the Cash Escrow Funds requested pursuant to clause (i) above, will be sufficient to satisfy and discharge in full all of the Company’s then outstanding Convertible Notes (other than Convertible Notes held by the Investor or any of its affiliates) at maturity (plus all accrued but unpaid interest thereon), in accordance with their terms and (iv) certifies that upon the distribution hereunder of the Cash Escrow Funds requested pursuant to clause (i) above, the substantially simultaneous consummation of the satisfaction and discharge in full of all of the Company’s then outstanding Convertible Notes (plus accrued but unpaid interest thereon) in accordance with their terms will occur (the “Company Certificate”), the Escrow Agent shall distribute, on March 14, 2013, all or the requested portion of the Cash Escrow Funds to the Convertible Notes Trustee in accordance with the wire instructions set forth on Exhibit 3(a). If any distribution of Cash Escrow Funds is made pursuant this Section I.3(a), then any Cash Escrow Funds not distributed pursuant to this Section I.3(a) will be returned to the Investor by the Escrow Agent simultaneously with such distribution. (b) After January 25, 2013 and on or prior to January 31, 2013, in the event that the Investor and the Company are in arbitration pursuant to Section 10.1(d) of the Purchase Agreement and the Investor elects to fund the Escrow Account during such time pursuant to Section 2.5(d) of the Purchase Agreement, the Investor shall deliver written notice to the Escrow Agent and the Company of such election (an “Arbitration Funding Notice”). In the event that an Arbitration Funding Notice is provided pursuant to this Section I.3(b), then (i) if the Company d...

Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:

Distribution of Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner: (a) if at any time prior to the 60th day following the Closing Date, as may be extended for an additional 30 days on one occasion pursuant to the Indenture (the “Escrow End Date”), the Escrow Agent receives an Officer’s Certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is released pursuant to the Release Notice (as defined below), executed by an Authorized Person of the Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officer’s Certificate”), and a written notice substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company (a “Release Notice”), the Escrow Agent shall on the same Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on that same Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company; or (b) if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Escrow Company (or an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3(e)(iv) hereof) setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company.

Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property as set forth in this Section 3. (a) Other than as provided in clauses (b) and (c) below, the Escrow Agent shall distribute the Escrow Property only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both Seller and Buyer and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Property or (ii) a final non-appealable order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either Seller or the Buyer and to the other parties hereto, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Property. (b) On [____________], 20081 the “First Anniversary”) the Escrow Agent shall automatically distribute to Seller an amount equal to: (i) if as of such date there is no Outstanding Claims Amount, the lesser of (A) 50% of the Escrow Amount plus any Distributions received by the Escrow Agent thereon from the date hereof through such date, and (B) the Escrow Property. (ii) if as of such date there is an Outstanding Claims Amount an amount equal to the lesser of (A) 50% of the Escrow Amount plus any Distributions received by the Escrow Agent thereon from the date hereof through such date and (B) the Escrow Property less the Outstanding Claims Amount, if any, provided that if, solely as a result of a distribution to Seller in accordance with this Section 3(b), the Escrow Property remaining in the Escrow Account following such distribution would be less than $7,500,000, then such distribution shall be reduced such that the Escrow Property remaining in the Escrow Account immediately following such distribution shall be the greater of (i) $7,500,000 and (ii) the amount of the Escrow Amount as of the First Anniversary. The Escrow Agent shall provide notice to each Depositor of such distribution. (c) On the date that is eighteen (18) months after the date of the Closing Date (as defined in the Purchase Agreement) (the “Final Release Date”), the Escrow Agent shall automatically distribute to Seller an amount equal to (i) the remaining Escrow Property minus (ii) the Outstanding Claims Amount, if any.

Distribution of Escrow Property. Subject to the terms hereof, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property (or cause the Escrow Property to be released) as specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above). (b) Promptly upon receipt of an Officer’s Certificate substantially in the form attached hereto as Exhibit A (the “Officer’s Certificate”) from the Grantor on or prior to 1:00 p.m. (New York City time) on July 26, 2016 (the “Outside Date”), the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (c) If the Officer’s Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent with a copy to the Trustee on or prior to 1:00 p.m. (New York City time) on the Outside Date, then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, subject to the payment in full of any fees and expenses due and owing to the Escrow Agent, in accordance with the provisions of Section 1.08(c) hereof, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Redemption Total Amount for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to ...

Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until notified in writing to disburse the Escrow Property or any specified portion thereof solely in accordance with this Section 5. Whenever this Section 5 requires disbursement, the Escrow Agent shall disburse the appropriate amount of Escrow Property to the appropriate party by wire transfer of immediately available funds. Any recipient of a transfer of Escrow Property shall be responsible for providing written wiring instructions to Escrow Agent. Instructions regarding disbursement of any Escrow Property received after 11:00 a.m. (Central Time) will be treated as if received on the following Business Day. The Escrow Agent shall disburse Escrow Property only upon the occurrence of the following:

Distribution of Escrow Property. The Escrow Agent shall disburse the Escrow Property as follows: (i) upon receipt of a joint written instruction letter to the Escrow Agent from the Investor Agent and the Company, the Escrow Agent shall promptly disburse the Escrow Property in accordance with the instructions set forth in such letter, or (ii) upon receipt of evidence of the entry of a nonappealable order of a court of competent jurisdiction requiring the Escrow Agent to release such Escrow Property from the Escrow Account, the Escrow Agent shall release such Escrow Property in accordance with such order.

Distribution of Escrow Property. Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) All instructions required under this Agreement will be delivered to Escrow Agent in writing, in either original or facsimile form, executed by an Authorized Person, as hereinafter defined, of the Party or Parties (as appropriate). The identity of such Authorized persons, as well as their specimen signatures, will be delivered to Escrow Agent in the form of an Incumbency Certificate in the form of Exhibit A and will remain in effect until a Party notifies Escrow Agent of any change ("Authorized Persons"). In its capacity as Escrow Agent, Escrow Agent will accept all instructions and documents complying with the above under the indemnities provided in the Agreement and reserves the right to refuse to accept any instructions or documents which fail, or appear to fail, to comply. Further to this procedure, Escrow Agent reserves the right to telephone an Authorized Person to confirm the details of such instructions or documents if they are not already on file with us standing instructions. Escrow Agent and the Parties agree that the above constitutes a commercially reasonable security procedure. The Escrow Agent shall only disburse the Escrow Property (other than the Earnings) (i) pursuant to joint written instruction of the Parties, (ii) pursuant to Section I.3(b) of this Agreement and (iii) pursuant to Section II.11(b) of this Agreement. (i) Upon the calculation of any 338(h)(10) Taxes (as defined in the Merger Agreement), as determined in accordance with Section 7.11 of the Merger Agreement, Seller and Parent shall deliver to Escrow Agent, at least two business days prior to the due date for the payment of such 338(h)(10) Taxes (including any estimated 338(h)(10) Taxes due prior to filing of the Federal Consolidated Tax Return (as defined in the Merger Agreement) and the Other 338(h)(10) Income Tax Returns (as defined in the Merger Agreement)), a joint written instruction of the Parties instructing Escrow Agent to disburse directly to the applicable taxing authority the amount(s) of 338(h)(10) Taxes due, all as stated in said written instruction. (ii) Within five (5) business days following delivery by Nuon to EXCO of filed copies of (x) the Federal Consolidated Tax Return (as defined in the Merger Agreement) and (y) the Other 338(h)(10) Income Tax Returns (as defined in the Merger Agreement), Nuon and EXCO shall provide to the Escrow Agent a joint written instru...

Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until written instructed hereunder to deliver the Escrow Property or any specified portion thereof in accordance with a written release notice signed jointly by an Authorized Person of the Company and Dalmore in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company. If the Escrow Property is disbursed in accordance with a court order, the Company and Dalmore shall jointly represent to the Escrow Agent that such court order is final and non-appealable.

Distribution of Escrow Property. On or as soon as reasonably practicable after November 30, 2010, after giving effect to any distribution to Columbia as of such date pursuant to Section 1.6, the Escrow Agent shall transfer and deliver to PharmaBio the Escrow Property, if any. Concurrent with such distribution (or effective November 10, 2010 in the event all Escrow Property has previously been released to Columbia and Columbia has not subsequently deposited Escrow Proceeds), except as otherwise expressly provided herein, this Agreement shall terminate and be of no further force or effect.