Distribution of the Escrow Fund. The Escrow Agent shall continue to ------------------------------- hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows:
(a) Upon its receipt of a certificate executed by all of the Interested Parties certifying therein that the Company has, as of the Effective Time, a Net Worth of less than $400,000 (the "Minimum Net Worth"), and/or total Liabilities of more than $400,000 (the "Maximum Liability Amount"), and/or funded debt in excess of $130,000 (the "Maximum Funded Debt"), each as indicated in the Effective Time Financial Statements, and indicating therein the sum of the amount by which the Company's Net Worth is less than the Minimum Net Worth, if any, plus the amount by which the Company's Liabilities exceed the Maximum Liability Amount, if any, plus the amount by which the Company's funded debt exceeds the Maximum Funded Debt, if any, up to a maximum of $162,500 (the "Claim Amount"), the Escrow Agent shall deliver to Parent that portion of the Escrow Fund equal in amount to the Claim Amount as indicated in said certificate, and, if the Claim Amount indicated in such certificate is less than $162,500, the Escrow Agent shall deliver to the Stockholders an amount of the Escrow Fund equal to the difference between $162,500 and the Claim Amount, as indicated in said certificate. Distributions of the Escrow Fund pursuant to this Section 5(a) by the Escrow Agent shall be made in accordance with the distribution instructions contained in said certificate and shall be made promptly, and in any event within ten (10) business days, after the Escrow Agent's receipt of said certificate.
(b) Upon its receipt of a certificate executed by all of the Interested Parties certifying therein that the Company has, as of the Effective Time, a Net Worth greater than the Minimum Net Worth, total Liabilities less than the Maximum Liability Amount and funded debt less than the Maximum Funded Debt, each as indicated in the Effective Time Financial Statements, the Escrow Agent shall deliver to the Stockholders an amount of the Escrow Fund equal to $162,500, as indicated in said certificate. Distributions of the Escrow Fund pursuant to this Section 5(b) by the Escrow Agent shall be made in accordance with the distribution instructions contained in said certificate and shall be made promptly, and in any event within ten (10) business days, after the Escrow Agent's receipt of sai...
Distribution of the Escrow Fund. Until the Settlement has been approved by the Court and such approval becomes final (the “Effective Date”), no portion of the Escrow Fund may be disbursed for any purpose other than for: (1) the payment of Notice and Administration Expenses, including the payment of Taxes or Tax Expenses arising with respect to income earned on the Settlement Fund; or (2) the payment of any Fee and Expense Award by the Court. Any such disbursements may be made by the Escrow Agent only if authorized in writing by Xxxxxxx Xxxxxxx or Xxxx X. Xxxxx on behalf of Party A.
Distribution of the Escrow Fund. 4.1 The Escrow Agent shall disburse the Escrow Fund, in whole or in part, only upon receipt of joint written instructions executed on behalf of Buyer and Seller or at the direction of the arbitrators to be selected pursuant to Section 12.3 of the Purchase Agreement or at the direction of a court of competent jurisdiction.
4.2 The Escrow Agent may, at any time, deposit the Escrow Fund with such arbitrators or court, and upon such deposit, the Escrow Agent shall be relieved of any further liability or responsibility with respect thereto.
Distribution of the Escrow Fund. Subject to the following requirements, the Escrow Fund will be in existence immediately following the Effective Time and will terminate at 11:59 p.m., Pacific time, on the Survival Date (such period, the “Escrow Period”).
Distribution of the Escrow Fund. Subject to the terms of the Escrow Agreement: (i) ninety (90) days after the Closing Date and at the end of each of the next eleven (11) ninety (90) day periods thereafter, the Escrow Agent shall distribute to each Eligible Target Shareholder one twelfth (1/12) of the Total Deferred Cash Merger Consideration that such Eligible Target Shareholder is entitled to receive under the terms of this Agreement, and (ii) on each anniversary of the Closing Date (up to, and including, the fifth (5th) anniversary of the Closing Date), the Escrow Agent shall distribute to each Eligible Target Shareholder, fifteen percent (15%) of the number of shares of Escrowed TIGroup Common Stock that such Eligible Target Shareholder is entitled to receive under the terms of this Agreement; provided, however, that (x) the Escrow Fund shall serve as the first source (but shall not be the exclusive source) of funds for any indemnity obligations of the Target Shareholders to any Buyer Indemnified Party (as defined in Section 8.1.1) under Section 5.9 and/or Article VIII and (y) any amounts remaining in the Escrow Fund after the fifth (5th) anniversary of the Closing Date shall be disbursed in accordance with the terms of the Escrow Agreement. Each share of Escrowed TIGroup Common Stock distributed to an Eligible Target Shareholder from the Escrow Fund will be subject to the terms of Section 3.32.
Distribution of the Escrow Fund. The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows:
(a) Upon receipt of written notice and instruction to the Escrow Agent jointly executed by the Town and SHL, the Escrow Agent shall promptly make payment/disbursement as so instructed.
(b) All written notices to the Escrow Agent seeking disbursements from the Escrow Fund shall be executed by the Town and SHL, and shall be delivered jointly or in counterparts, and by original signature, or facsimile followed by delivery of original signature.
(c) The Escrow Fund shall be distributed, as the case may be, strictly in accordance with this Section 4. No portion of the Escrow Fund is to stand as security for, or otherwise be withheld or disbursed to compensate for, any claim that either party may have against the other.
(d) Each of SHL and the Town agrees to promptly execute written notices to the Escrow Agent provided for in this Section 4, which obligation may be enforced in a court of equity by the bringing of an action seeking specific performance.
Distribution of the Escrow Fund. AND THE PAYMENT FUND --------------------
Distribution of the Escrow Fund. The Escrow Agent is directed to release or disburse the Escrow Fund in the following manner:
Distribution of the Escrow Fund. 4.1 The Escrow Agent shall disburse the Escrow Fund, in whole or in part, only upon receipt of joint written instructions executed on behalf of Buyer and Seller, or at the direction of the arbitrators to be selected pursuant to Section 11.3 of the Purchase Agreement or at the direction of a court of competent jurisdiction. The Escrow Agent may, at any time, deposit the Escrow Fund with such arbitrators or court, and upon such deposit, the Escrow Agent shall be relieved of any further liability or responsibility with respect thereto.
4.2 As to any sum due Seller, the distribution shall be made to: Crescent Bank & Trust 1100 Xxxxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxx 00000 Attn: Mr. Xxxx X. Xxxxxx, III, President For the Account of THE 593 CORPORATION
Distribution of the Escrow Fund. 4.1 Prior to the Drop Dead Date, the Escrow Agent will disburse the Escrow Fund upon receipt of joint written instructions executed on behalf of both the Borrower and the Lender certifying that the closing of the Loan Transaction is taking place and directing the Escrow Agent as to how to distribute the Escrow Fund (the “Closing Notice”). If no Closing Notice has been received by the Escrow Agent as of the close of business on the day immediately preceding the Drop Dead Date, then on or promptly after the Drop Dead Date the Escrow Agent will disburse the Escrow Fund to the Lender in accordance with the written instructions of the Lender. The Escrow Agent shall have no discretion in determining when or to whom to release the Escrow Fund.
4.2 The Escrow Agent may, at any time, deposit the Escrow Fund with a court of competent jurisdiction and, upon such deposit, the Escrow Agent will be relieved of any further liability or responsibility with respect thereto.
