Escrow Distributions Sample Clauses

Escrow Distributions. The Parties agree that the Escrow Cash 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 set forth in the Amended Earnout Agreement) has occurred and the Escrowed Cash is to be released (the “Notice”). Such Notice shall specify the amount of cash to be released and shall provide instructions on how to release the Escrowed Cash. 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 twenty (20) days (the “Objection Period”) within which to a provide written objection to the Escrow Agent contesting the release of Escrowed Cash 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 Escrowed Cash 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 Escrowed Cash in accordance with the Notice.
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Escrow Distributions. 15 2.6 Closing Costs; Transfer Taxes and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.7
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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. 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. 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 ...
Sample 1
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. Distribution of the Escrow Shares shall be -------------------- made in the manner provided in the Escrow Agreement.
Sample 1
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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.
Sample 1

Related to Escrow Distributions

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • 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:

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • 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 Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (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.

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • Capital Contributions Distributions 10 SECTION 5.1

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made. h.

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