Common use of Distributions from Escrow Account Clause in Contracts

Distributions from Escrow Account. In the event that (a) the Principal Seller shall not have objected to the amount claimed by the Purchaser for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Principal Seller shall have delivered notice of its disagreement as to the amount of any indemnification requested by the Purchaser and either (i) the Principal Seller and the Purchaser shall have, subsequent to the giving of such notice, mutually agreed that the Sellers are obligated to indemnify the Purchaser for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Purchaser for indemnification from the Sellers and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from the Principal Seller and the Purchaser or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Purchaser from the Escrow Account any amount determined to be owed to the Purchaser under this Article VIII in accordance with the Escrow Agreement. If and to the extent the Escrow Amount is insufficient to cover any amount determined to be owed to the Purchaser under this Article VIII, then the Sellers shall pay the amount of such deficiency to the Purchaser by wire transfer in immediately available funds to a bank account designated by the Purchaser.

Distributions from Escrow Account. Subject to Section 8.07 below, all Losses payable under this Article VIII and Section 6.01(a) shall first be satisfied by the Escrow Amount. In the event that (a) the Principal Seller Sellers shall not have objected to the amount claimed by the Purchaser for indemnification indemnifications with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Principal Seller shall Sellers have delivered notice of its disagreement as to the amount of any indemnification requested by the Purchaser and either (i) the Principal Seller Sellers, on the one hand, and the Purchaser Purchaser, on the other hand, shall have, have subsequent to the giving of such notice, mutually agreed that the Sellers are obligated to indemnify the Purchaser for a specified amount and the Purchaser and the Sellers’ Representative shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Purchaser for indemnification from the Sellers and the Escrow Agent shall have received, received in the case of clause (i) above, written instructions from the Principal Seller Sellers’ Representative and the Purchaser or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Purchaser from the Escrow Account any amount determined to be owed to the Purchaser under this Article VIII in accordance with the Escrow Agreement. If and to the extent the Escrow Amount is insufficient to cover any amount determined to be owed to the Purchaser under Section 6.01(a) or this Article VIII, then the Sellers Xxxxx and UGP (and no other Seller) shall pay the amount of such deficiency to the Purchaser by wire transfer in immediately available funds to a bank account designated by the Purchaser, subject to the provisions of Section 8.06.

Distributions from Escrow Account. In the event that (a) Funds on deposit in the Principal Seller Escrow Account shall not have objected to the amount claimed be withdrawn and disbursed by the Purchaser for indemnification Escrow Agent only in accordance with respect this Section 5. (b) Subject to any Loss and in accordance with the procedures terms and conditions set forth in Sections 3(b) and (c) of the Escrow Agreement or (b) Settlement Agreement, upon the Principal Seller shall have delivered notice of its disagreement as delivery by GCNAH to the amount of any indemnification requested by the Purchaser and either (i) the Principal Seller and the Purchaser shall have, subsequent to the giving of such notice, mutually agreed that the Sellers are obligated to indemnify the Purchaser for a specified amount and shall have so jointly notified the Escrow Agent or (ii) of a final nonappealable judgment shall have been rendered by written direction substantially in the court having jurisdiction over form of Exhibit A attached hereto, directing the matters relating Escrow Agent to such claim by the Purchaser for indemnification release from the Sellers Escrow Account and to transfer such funds as specified in such written direction, GCNAH shall be entitled to receive and the Escrow Agent shall have receivedpromptly disburse to GCNAH, the sum of three million two hundred thousand dollars (US$3,200,000) (the "First Payment") (together with any interest thereon) from the Cash Amount. In accordance with Section 3(b) of the Settlement Agreement, in the case event that the NY Combined Returns have not been filed on or before March 17, 2003, no GC Entity shall be entitled to receive the Cash Amount and, upon the delivery by IPC Acquisition to the Escrow Agent of clause (i) abovea written direction substantially in the form of Exhibit B attached hereto, written instructions directing the Escrow Agent to release the Cash Amount from the Principal Seller Escrow Account and the Purchaser or, to transfer such funds as specified in the case of clause (ii) above, a copy of the final nonappealable judgment of the courtsuch written direction, the Escrow Agent shall deliver promptly disburse the Cash Amount (together with any interest thereon) to IPC Acquisition. (c) Subject to and in accordance with the terms and conditions set forth in Section 3(d) of the Settlement Agreement, if at any time following the filing of the NY Combined Returns, GCL arranges for the Letter of Credit to be issued to IPC Acquisition, GCNAH shall be entitled to receive the balance of the Cash Amount, being the sum of two million dollars (US$2,000,000) (the "Second Payment") from the Cash Amount, and the Escrow Agent shall promptly disburse such Second Payment (together with any interest thereon) to GCNAH upon the delivery by GCNAH of a written direction substantially in the form of Exhibit A attached hereto to the Purchaser Escrow Agent. (d) For paragraphs (b) and (c) above, the Escrow Agent shall be entitled to rely, exclusively, on any representation made by a GC Entity or an IPC Entity in relation to the transfer of funds from the Escrow Account, and shall transfer funds from the Escrow Account as directed in any amount determined to be owed to such written direction by such Party. In the Purchaser under event of any inconsistency between the terms and provisions of this Article VIII in accordance with Agreement and the Escrow terms and provisions of the Settlement Agreement. If , the terms and to provisions of the extent the Escrow Amount is insufficient to cover any amount determined to be owed to the Purchaser under this Article VIII, then the Sellers Settlement Agreement shall pay the amount of such deficiency to the Purchaser by wire transfer in immediately available funds to a bank account designated by the Purchasercontrol.

Distributions from Escrow Account. Subject to Section 6.01 and Section 7.07 below, all Losses payable under this Article VII and Section 6.01(a) shall first be satisfied by the Escrow Amount. In the event that (a) the Principal Seller Sellers shall not have objected to the amount claimed by the Purchaser for indemnification indemnifications with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Principal Seller shall Sellers have delivered notice of its disagreement as to the amount of any indemnification requested by the Purchaser and either (i) the Principal Seller Sellers, on the one hand, and the Purchaser Purchaser, on the other hand, shall have, have subsequent to the giving of such notice, mutually agreed that the Sellers are obligated to indemnify the Purchaser for a specified amount and the Purchaser and the Sellers’ Representative shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Purchaser for indemnification from the Sellers and the Escrow Agent shall have received, received in the case of clause (i) above, written instructions from the Principal Seller Sellers’ Representative and the Purchaser or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Purchaser from the Escrow Account any amount determined to be owed to the Purchaser under this Article VIII VII in accordance with the Escrow Agreement. If and to the extent the Escrow Amount is insufficient to cover any amount determined to be owed to the Purchaser under Section 6.01(a) or this Article VIIIVII, then the Sellers Xxxxx, Xxxxxxx Xxxxx, UGP and UGPE (and no other Seller) shall pay the amount of such deficiency to the Purchaser by wire transfer in immediately available funds to a bank account designated by the Purchaser, subject to the provisions of Section 7.06.