Distributions from Escrow Fund. In the event that (a) the ------------------------------ Shareholders' Representative shall not have objected to the amount claimed by a Parent Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Shareholders' Representative shall have delivered notice of their disagreement as to the amount of any indemnification requested by a Parent Indemnified Party and either (i) the Shareholders' Representative and the Parent Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that a Shareholder is obligated to indemnify the Parent Indemnified Party 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 Parent Indemnified Party for indemnification from such Shareholder and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from such Shareholder and the Parent Indemnified Party 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 Parent Indemnified Party from the Indemnity Escrow Fund an amount equal to the product of (x) any amount determined to be owed to the Parent Indemnified Party under this Article VIII and (y) the Shareholder Ratio then in effect.
Distributions from Escrow Fund. The Escrow Agent shall deliver to the Purchaser from the Escrow Fund any amount determined to be owed to the Purchaser under this Article VIII in accordance with the Escrow Agreement. For the purposes of clarity, to the extent that there is a shortfall between the amount owed by the Seller to the Purchaser in respect of the indemnification amount and the Escrow Fund, the Seller and Audiovox, jointly and severally, shall be obligated to pay the Purchaser any such shortfall from its own account, subject to the limitations of this Article VIII.
Distributions from Escrow Fund. In the event that (a) the Transferors’ Representative shall not have objected to the amount claimed by ParentCo for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Transferors’ Representative shall have delivered notice of its disagreement as to the amount of any indemnification requested by ParentCo and either (i) the Transferors’ Representative and ParentCo shall have, subsequent to the giving of such notice, mutually agreed in writing that the Transferors are obligated to indemnify ParentCo for a specified amount and shall have so jointly notified the Escrow Agent in writing or (ii) a final, nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by ParentCo for indemnification from the Transferors, and the Escrow Agent shall have received, in the case of clause (i) above, joint written instructions from the Transferors’ Representative and ParentCo or, in the case of clause (ii) above, a copy of the final, nonappealable judgment of the court, the Escrow Agent shall deliver to ParentCo from the Escrow Account such number of Escrow Shares determined to be owed to ParentCo under this Article XI in accordance with the Escrow Agreement. All Escrow Shares remaining in the Escrow Account as of the date that is one (1) year following the Closing Date, other than such number of Escrow Shares which are reasonably required to satisfy any outstanding and unresolved indemnity claims by any Buyer Indemnitee, shall be released to the Transferors’ Representative as set forth in Section 2.02(c) and in accordance with the terms of the Escrow Agreement for the account of the Transferors. MedMen agrees that all Escrow Shares to be released to Transferors pursuant to the Escrow Agreement shall be released to MedMen’s transfer agent, for further distribution to the Transferors.
Distributions from Escrow Fund. In the event that (a) Seller shall not have objected to the amount claimed by Buyer for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) Seller shall have delivered notice of its disagreement as to the amount of any indemnification requested by Buyer and either (i) Seller and Buyer shall have, subsequent to the giving of such notice, mutually agreed that Seller is obligated to indemnify Buyer 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 Buyer for indemnification from Seller and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from Seller and Buyer or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to Buyer from the Escrow Fund any amount determined to be owed to Buyer under this Article XII in accordance with the Escrow Agreement.
Distributions from Escrow Fund. (a) As promptly as practicable after each of the following: (i) the Closing Date; (ii) the first anniversary of the Closing Date; and (iii) the second anniversary of the Closing Date, the Escrow Agent shall deliver to the Company the respective aggregate gross amount to be paid on each such date, as set forth on Exhibit A-2, including interest accrued thereon (if any). Purchaser shall deliver or cause to be delivered to the Escrow Agent a written notice informing it of the distribution to be made pursuant to this sub-section (ii) and (iii) above. The aggregate gross amounts to be paid on the first and second anniversaries of the Closing are subject to distributions to be made, from time to time, pursuant to clause (c) below. The Company shall pay each Participant the amounts to which such Participant is then entitled to receive, as set forth on Exhibit A-2, including interest accrued thereon (if any), and shall remit the employer Taxes associated with such payments. Such payments shall be made on the next regular payroll date of the Company following receipt of the amounts from the Escrow Agent, but in no event more than thirty days following receipt of such amounts from the Escrow Agent.
Distributions from Escrow Fund. If it is determined under the terms of this Agreement or by mutual written agreement of Purchaser and the Stockholders' Representative that Company Preferred Stockholders have an obligation to indemnify a Purchaser Indemnified Person for a claim pursuant to Section 7(a), then such Purchaser Indemnified Person shall make such claim against the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement and, if mutually agreed by Purchaser and the Stockholders' Representative, or if there is a final, non-appealable order by a court of competent jurisdiction holding that such Purchaser Indemnified Person is entitled to indemnification hereunder, any Losses for which such Purchaser Indemnified Person is so entitled to indemnification shall be recovered or paid from the Escrow Fund for the amount of such claim in accordance with the terms of the Escrow Agreement until such Losses are paid or until the Escrow Fund has been depleted. Each of Purchaser and the Stockholders' Representative agrees to execute and deliver to the Escrow Agent a joint written instruction providing for the release, fifteen (15) months after the date of this Agreement, to the holders of the Company Preferred Stock in accordance with Section 2(b)(i) and the Escrow Agreement, of the remaining amount of the Escrow Fund, subject to any pending claims.
Distributions from Escrow Fund. In the event that (a) the Sellers 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 Sellers shall have delivered notice of their disagreement as to the amount of any indemnification requested by the Purchaser and either (i) the Sellers 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
Distributions from Escrow Fund. If it is determined under the terms of this Agreement or by mutual written agreement of Buyer and Seller that Seller or LivingSocial has an obligation to indemnify a Buyer Indemnified Person for a claim pursuant to 72
Distributions from Escrow Fund. 69 Section 10.01. Distributions to Buyer from Escrow Fund 69 Section 10.02. Distributions to Sellers from Escrow Fund 70 ARTICLE 11 TERMINATION 70 Section 11.01. Termination 70 Section 11.02. Effect of Termination 71 ARTICLE 12 CONFIDENTIALITY 71 Section 12.01. Generally 71 Section 12.02. SEC Compliance 72 {W5977534.1} iv Section 12.03. Equitable Relief 72 Section 12.04. Survival 73 ARTICLE 13 GENERAL PROVISIONS 73 Section 13.01. Amendments 73 Section 13.02. Waiver 73 Section 13.03. Transaction Costs 73 Section 13.04. Notices 73 Section 13.05. Public Announcements 74 Section 13.06. Severability 75 Section 13.07. Entire Agreement 75 Section 13.08. Assignment 75 Section 13.09. Successors and Assigns; No Third Party Beneficiaries 75 Section 13.10. Governing Law; Submission to Jurisdiction 76 Section 13.11. Waiver of Jury Trial 76 Section 13.12. Specific Performance 76 Section 13.13. Time of the Essence; Time Extended for Taking Actions 76 Section 13.14. Survival 76 Section 13.15. Further Assurances 77 Section 13.16. Estoppel Certificates 77 Section 13.17. Bulk Sales Act 77 Section 13.18. Counterparts, Electronic Signatures 77 List of Exhibits and Schedules Exhibit 1.01 - Form of Escrow Agreement Exhibit 2.06(a) - Form of Xxxx of Sale Exhibit 2.06(b) - Form of Quitclaim Deed {W5977534.1} v Exhibit 2.06(e) - Form of Assignment and Assumption Agreement Exhibit 2.06(f) - Form of Domain Name Assignment Exhibit 5.10 - Access and Remediation Agreement Exhibit 5.11 - Construction Side Letter Exhibit 5.12 - Side Agreement Schedule 2.01(i) - Purchased Assets – Claims Schedule 2.02(j) - Excluded Assets Schedule 2.02(c) - Deposits, Prepaid Expenses, Refunds and Set-Off Rights Schedule 2.03(a)(i) - Retained Liabilities under Assigned Contracts Schedule 2.03(a)(ii) - Assumed Liabilities - Miscellaneous Schedule 2.03(b)(ii) - Retained Liabilities - Contracts Schedule 2.07(a)(i) - Purchase Price Bank Account Schedule 2.08 - Allocation of Purchase Price Schedule 2.09(b) - Pro-Rated Utility Services Schedule 3.05 - Capitalization Schedule 3.06 - Accounting Changes Schedule 3.06(v) - Owned Intellectual Property Schedule 3.04(a)(i) - Reference Balance Sheet Schedule 3.07 - Claims Schedule 3.08(b) - Orders and Permits Schedule 3.09 - Environmental Matters Schedule 3.10(a) - Material Contracts Schedule 3.10(b) - Material Contracts - Breach Schedule 3.11(a) - Intellectual Property Schedule 3.11(c) - Non-Seller Interests in Intellectual Property Schedule 3.12(a) - Owned Real Propert...
Distributions from Escrow Fund. Escrow Agent shall continue to hold Escrow Fund in its possession until authorized hereunder to distribute Escrow Fund, or any specified portion thereof, as follows: (a) upon the joint written instructions of XCOM and Focal; or (b) as determined by the final order, decree or judgment of a court of competent jurisdiction in the United States of America (the time for appeal having expired with no appeal being taken) in a proceeding to which XCOM and Focal are parties.
