Distributions from the Escrow Fund. (a) Upon execution and delivery of this Agreement, the Seller and the Purchaser shall deliver to the lead placement agent under the Debt Offering Memorandum a written notice that the Purchase Price monies and the Certificate have been delivered to the Escrow Agent pursuant to this Agreement. Furthermore, such notice shall provide that, upon the pricing of the offering of debt contemplated by the Debt Offering Memorandum (the "Debt Offering"), the delivery by the Seller and the lead placement agent of the Joint Notice (as defined below), and the delivery to the Escrow Agent of confirmation of the closing of the Debt Offering provided for in Section 3(b) below, the Escrow Agent will disburse the proceeds of the Escrow Fund to the Seller and deliver the Certificate to the Purchaser in accordance with this Section 3. As promptly as practicable after the Purchaser and the Seller have received evidence (which the parties agree may be telephonic or otherwise) that the pricing of the Debt Offering has been established between the Seller and the lead placement agent under the Debt Offering Memorandum and, in any event, at least one full Business Day prior to the Proposed Offering Closing Date (as defined in the Joint Notice), the Seller and the Purchaser shall deliver written notice to the Escrow Agent substantially in the form attached hereto as Exhibit B with the blanks properly filled in (the "Joint Notice"), and the Escrow Agent shall, as promptly as practicable thereafter (and in any event, in time to enable the Escrow Agent to transfer the proceeds of the Escrow Fund on the Proposed Offering Closing Date as set forth in Section 3(b) below, unless the Escrow Fund is invested in a vehicle other than the BT Institutional Cash Management Fund), liquidate all investments in the Escrow Fund.
(b) On or before the Proposed Offering Closing Date, the Seller shall deliver a list of persons who will be authorized to give the Placement Agent Confirmation (as defined below) to the Escrow Agent pursuant to Section 3(b) below. Unless the Escrow Agent receives the notice described in Section 3(c) below after the Escrow Agent receives the Joint Notice, the Escrow Agent shall, as promptly as practicable after its receipt of confirmation from the Seller and the lead placement agent (the "Placement Agent Confirmation") under the Debt Offering Memorandum (which the parties agree may be telephonic or otherwise) to the effect that all of the conditions to closing of the Debt Offeri...
Distributions from the Escrow Fund. The Escrow Agent shall make distributions of the Escrow Fund in accordance with the following:
(a) Pursuant to the procedures set forth in this Agreement and the Merger Agreement, the Escrow Agent shall distribute to Parent, a number of Escrow Shares equal to the dollar amount sought by Parent or any Parent Indemnified Parties divided by the Value Per Share in respect of all Indemnifiable Damages
Distributions from the Escrow Fund. Distributions from the Escrow Fund shall be made to the Shareholders Agent Committee, for the benefit of the Matrix Shareholders, as follows:
(a) $5,000,000 million, less the amount of (i) any Covered General Damages that have been deducted from the Escrow Fund before the first anniversary of the Effective Time, (ii) any Covered General Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim), (iii) any Covered IP Damages that have been deducted from the Escrow Fund before the first anniversary of the Effective Time, (iv) any Covered IP Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim), as of the first anniversary of the Effective Time, and (v) any Covered IP Damages with respect to Covered License Fees not yet due and payable, shall be paid out on the fifth Business Day after the first anniversary of the Effective Time:
(b) $5,000,000 less the amount of (A) any Covered General Damages that have been deducted from the Escrow Fund after the first anniversary and before the second anniversary of the Effective Time, (B) any Covered General Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim) as of the second anniversary of the Effective Time, without duplication of amounts otherwise then being withheld from distribution, (C) any Covered IP Damages that have been deducted from the Escrow Fund after the first anniversary and before the second anniversary of the Effective Time, (D) any Covered IP Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim) as of the second anniversary of the Effective Time, without duplication of amounts otherwise then being withheld from distribution, and (E) any Covered IP Damages with respect to Covered License Fees not yet due and payable, as reasonably estimated by Immucor, without duplication of amounts otherwise then being withheld from distribution, shall be paid out on the fifth Business Day following the second anniversary of the Effective Time; and
(c) The balance of the Escrow Fund less the amount of (A) any Covered General Damages that have been deducted from the Escrow Fund after the second anniversary and before the third anniversary of the Effective Time, (B) any Covered General Damages subje...
Distributions from the Escrow Fund. The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund, or any specified portion thereof, as follows:
(a) to NetOptix on April 1, 2000 and on the first day of each calendar quarter thereafter, any Escrow Income;
(b) from time to time, to the Purchaser such amounts as the Purchaser may certify to the Escrow Agent and to NetOptix, by notice substantially in the form of Exhibit A hereto (a "Notice of Claim"), it is entitled to be paid under the provisions of the Purchase Agreement; provided however, that if the NetOptix objects to the Purchaser's Notice of Claim, by written notice to the Escrow Agent and to the Purchaser given within 20 days after the Notice of Claim is given, the Escrow Agent shall continue to hold such amounts in escrow hereunder;
(c) pursuant to the joint written instructions (the "Joint Instructions") of the Purchaser and NetOptix substantially in the form of Exhibit B hereto;
Distributions from the Escrow Fund. The Escrow Agent shall make distributions from the Escrow Fund in compliance with the requirements set forth in Paragraph 5.3 of the SPA.
3.1. Escrow Agent shall disburse funds in accordance with and upon receipt of an email from the Company's Chief Executive Officer setting forth the following information: amount of funds to be disbursed and use of such funds (the "Disbursement Email").
3.2. Notwithstanding the provisions of Paragraph 5.3 of the SPA, if the Company or the Participants notifies Escrow Agent of any dispute between the Company and the Participants over the amount of the Escrow Fund to be paid to Participants, then the Escrow Agent shall hold such portion of the Escrow Fund (the “Disputed Amount”) and not disburse it until the earlier of receipt by the Escrow Agent of (i) Joint Instructions or (ii) a Final Award (as defined in Section 5 of this Agreement) specifying a release of monies to the Participants and/or the Company and the amounts of such monies to be released. Upon the Escrow Agent’s receipt of the Joint Instructions or the Final Award (either of which shall be the “Termination Release Date”), the Escrow Agent shall disburse the Escrow Fund, or a portion thereof, in accordance with the terms of the Joint Instructions or Final Award.
3.3. The parties acknowledge that the Escrow Agent is identified as a potential recipient of some of the Cash Proceeds as “in-house legal.” All distributions of any of the Cash Proceeds to Escrow Agent as “in-house legal” shall be reviewed, verified and approved by the Company's Chief Executive Officer.
Distributions from the Escrow Fund. The Escrow Agent shall make distributions from the Escrow Fund in satisfaction of the requirements of Exhibit “A” to the Note.
Distributions from the Escrow Fund. The Escrow Agent is directed to hold and distribute the Escrow Fund in the following manner: Joint Instructions. Upon the Escrow Agent’s receipt of a Joint Instruction directing the Escrow Agent to disburse all or any part of the Escrow Fund, the Escrow Agent will release such amount from the Escrow Fund strictly in accordance with such Joint Instruction. Buyer and Majority Shareholder each agree to prepare and sign, as required from time to time, a Joint Instruction that directs the Escrow Agent to distribute cash held in the Escrow Fund pursuant to and in accordance with Section 4 of the Voting Agreement, once payments pursuant to Section 4 of the Voting Agreement are determined to be due and payable.
Distributions from the Escrow Fund. 5.1 The Escrow Agent shall continue to hold the Escrow Fund until authorised under this Escrow Agreement to distribute the Escrow Fund, or any specified portion thereof, as follows:
(a) pursuant to clause 3 hereof;
(b) as provided in clause 6 hereof;
(c) as provided in clause 7(b) hereof; or
(d) as directed by an order, decree or judgment of a court of competent jurisdiction.
5.2 It is agreed that the Escrow Agent may disburse any portion of the Escrow Fund without any instructions if such distribution is pursuant to clause 5.1(b), 5.1(c) or 5.1(d) hereof.
Distributions from the Escrow Fund. The Escrow Agent is directed to hold and distribute the Escrow Fund in the following manner:
Distributions from the Escrow Fund. (a) The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund, or any specified portion thereof, as follows:
(i) Pursuant to Section 3 of this Escrow Agreement.
(ii) If other than pursuant to Section 3, as determined by a final order, decree or judgment of a court of competent jurisdiction in the United States of America in a proceeding to which AHI and the Seller are parties (a "Final Decree"); or
(iii) as provided in Section 6 or 7(b) hereof relating to termination and resignation of the Escrow Agent.
(b) It is understood that the Escrow Agent may disburse any portion of the Escrow Fund without any instructions if such distribution is pursuant to Section 5(a)(ii) or 5(a) (iii).
