Escrow Distributions Sample Clauses

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Escrow Distributions. The Parties agree that the Escrow Shares shall be released in accordance with the terms and conditions of the Amended Earnout Agreement. The procedure for distribution shall be as follows: Written notice shall be provided to Escrow Agent by Deer Valley, on the one hand, or by the Sellers Representative, on the other, stating that a Distribution Date (as defined in Section 1.4 of the Amended Earnout Agreement) has occurred and the Escrow Shares are to be released (the “Notice”). Such Notice shall specify the number of shares to be released and shall provide instructions on how to release the specified shares. Within five (5) days of Escrow Agent receiving the Notice, Escrow Agent shall transmit the Notice to Deer Valley, if provided by the Sellers’ Representative, or to the Sellers’ Representative, if provided by Deer Valley. At such time, the receiving party shall have thirty (30) days (the “Objection Period”) within which to a provide written objection to the Escrow Agent contesting the release of Escrow Shares as specified in the Notice (an “Objection”). An Objection will be deemed received upon receipt by the Escrow Agent. If an Objection is received by the Escrow Agent, the Escrow Agent shall hold the Escrow Shares until either (1) the Escrow Agent receives written instructions for distribution executed by Deer Valley and the Sellers’ Representative; or (2) a judge having jurisdiction over the Amended Earnout Agreement shall provide other instructions to the Escrow Agent. If an Objection is not received during the Objection Period, the Escrow Agent shall distribute the Escrow Shares in accordance with the Notice.
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Escrow Distributions. (a) The Parties covenant and agree that, when and as appropriate, the Buyer and the Shareholders’ Representative shall, within thirty (30) days after completion and delivery of the 2006 Audit (the “Escrow Termination Date”), deliver a joint written instruction to the Escrow Agent to disburse to the Sellers the balance, if any, of the Escrow Sum, less the amount of any Claims pending under ARTICLE 7 and/or Section 5.5 of this Agreement as of such date. (b) If an amount is retained in the Escrow Fund pursuant to this Section 5.4 with respect to a pending Claim, then within ten (10) Business Days following the resolution of such Claim, the portion of such amount that is not required to satisfy the indemnification obligations with respect to any Claims then existing shall be disbursed to the Sellers.
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Escrow Distributions. Any and all distributions to and from the Escrow shall be allocated among the DSLT Stockholders, pro rata, based on each holder's proportionate interest in shares of DSLT Common Stock held immediately prior to the Merger, as separate subaccounts for each holder. Any and all distributions of Parent Common Stock from the Escrow shall be valued at the Parent Share Value as of the date of disribution. Any distribution from the Escrow is to be adjusted to reflect the appropriate Tax Adjustment (provided that the payment to which such distribution relates is within a category cutomarily deductible for federal income tax purposes), such that only the net amount following such adjustment shall be withdrawn, and Parent or DSLT (as the surviving corporation) shall use its own funds to make the full amount of the gross payment required even though the actual tax adjustment might be deferred.
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Escrow Distributions. On the next Business Day that immediately follows the date that is the earlier of (i) twelve (12) months following the Closing Date and (ii) the completion of the Surviving Corporation’s audit for the fiscal year ended December 31, 2007 (the Escrow Agent is to be notified of the date referenced in this clause (ii) if it occurs prior to the date in clause (i) by means of a notice signed by the Acquiror and the Stockholder Representative; provided that failure to deliver such notice shall not affect (x) the distribution of funds as provided for in this Section 4(c), or (y) affect any other rights hereunder) (either such date the “Release Date”), the Escrow Agent shall automatically pay and distribute to the Stockholder Representative the then remaining portion, if any, of the Escrow Amount less the sum of (i) any Acquiror Indemnification Claims finally determined but unpaid as of the Release Date, (ii) any Working Capital Adjustment Claim unpaid as of the Release Date, and (iii) an amount equal to the aggregate amount of Unresolved Claims (as defined below). For purposes of this Agreement, (x) an “Unresolved Claim” means any of (1) a potential adjustment that remains subject to good faith dispute under the terms of Section 2.15 of the Merger Agreement and (2) an Acquiror Indemnification Claim that has been timely asserted and timely notified (as required under the Merger Agreement) to the Stockholder Representative but (A) is the subject of a Counter Indemnification Notice and not properly payable as of the Release Date under the terms of Section 4(b)(ii) above, (B) the time period described in Section 4(b)(i) for the Stockholder Representative to deliver a Counter Indemnification Claim with respect to such Acquiror Indemnification Claim shall not have expired or (C) the amount of such Acquiror Indemnification Claim remains unknown as of the Release Date, and (y) the amount of an Unresolved Claim means the amount of such claim remaining subject to dispute pursuant to the terms of the Merger Agreement and hereof or, if the Acquiror Indemnification Claim does not specify an amount because it remains unknown, a good faith estimate of the likely potential obligation. For purposes of any Unresolved Claims, on the immediately following Business Day after the Escrow Agent’s receipt of a Joint Written Instruction or a Certificated Final Order, as the case may be, following the Release Date, the Escrow Agent shall release the portion of the Escrow Amount that is the ...
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Escrow Distributions. Promptus shall pay GTI 72.1267 % of the Escrow Distributions within two (2) Business Days of Promptus' receipt thereof, in cash by wire transfer to a bank account designated by GTI.
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Escrow Distributions. Distribution of the Escrow Shares shall be -------------------- made in the manner provided in the Escrow Agreement.
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Escrow Distributions. Within five (5) business days following the date on which any 1995 Fees (as defined below), are released from the Bay Area Escrow Account (as defined below) to the Bay Area Partnership, Buyer shall pay Parent an amount in cash equal to 50% of such 1995 Fees. Within five (5) business days following the date on which any 1996 Fees (as defined below) are released from the Bay Area Escrow Account (as defined below) to the Bay Area Partnership, Buyer shall pay Parent an amount equal to 50% of all 1996 Fees released to the Bay Area Partnership. Buyer shall not be obligated to make any payment to any other party of funds related to the Assignor Medicare Escrow Account described in the Assignment and Assumption Agreement, dated April 1, 1995, between Parent and Bay Area Renal Stone Center, Ltd., but shall cause its employees to assist Parent in discharging its duties under Section 7 of such Agreement. For purposes of this Agreement, the following terms shall have the following meanings:
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Escrow Distributions. 15 2.6 Closing Costs; Transfer Taxes and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.7
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Escrow Distributions 
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Related to Escrow Distributions

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.