Escrow Periods; Distribution upon Termination of Escrow Periods Sample Clauses

Escrow Periods; Distribution upon Termination of Escrow Periods. (i) The Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to an amount in cash equal to the Indemnification Escrow Amount less the Tax Escrow Amount (such difference, the “Initial Escrow Amount”) at 11:59 p.m. (California time), on the last day of the six-month period following the Closing Date (the “Initial Escrow Period”); provided, however, that the Initial Escrow Period shall not terminate with respect to Losses specified by Buyer or as may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the last day of the Initial Escrow Period with respect to facts and circumstances existing prior to the last day of the Initial Escrow Period (such amount, the “Initial Escrow Holdback Amount”). As soon as all such claims have been resolved in accordance with Section 7.3, the Escrow Agent shall deliver the remaining portion of the Initial Escrow Amount not required to satisfy such claims to the Senior Preferred Stockholders in accordance with the terms of this Agreement. Deliveries of amounts out of the Indemnification Escrow Fund to the Senior Preferred Stockholders pursuant to this Section 7.4(b)(i) shall be made to the Senior Preferred Stockholders based on each Senior Preferred Stockholder’s Pro Rata Portion. (ii) The Indemnification Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to the Tax Escrow Amount at 11:59 p.m. (California time), on the last day of the 12-month period following the Closing Date (the “Tax Escrow Period”); provided, however, that the Tax Escrow Period shall not terminate with respect to Losses specified by Buyer with respect to Section 7.2(iii) or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate with respect to Section 7.2(iii) delivered to the Escrow Agent and the Stockholder Representative prior to the last day of the Tax Escrow Period with respect to facts and circumstances existing prior to the last day of the Tax Escrow Period. As soon as all such claims have been resolved in accordance with Section 7.3, the Escrow Agent shall deliver the remaining portion of the Indemnification Escrow Fund not required to satisfy such claims to the Senior Preferred Stockholders in accordance with their respective Pro Rata Portions. Deliveries of amounts out of the Indemnification Escrow Fund...
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Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate: (i) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after the first anniversary of the Closing Date (the “First Termination Date”), with respect to an amount of the Escrow Fund equal to $5 million less any amounts claimed as Losses pursuant to any Officer Certificate(s) delivered to the Escrow Agent prior to the First Termination Date (other than Losses claimed by a Parent Indemnified Party pursuant to clause (D) of the first sentence of Section 8.2(a)(ii) if all such Losses claimed on or prior to the First Termination Date pursuant to such clause are for a specified amount and the aggregate of such specified amounts is less than $4,000,000); (ii) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after the third anniversary of the Closing Date (the “Second Termination Date”), with respect to an amount of the Escrow Fund equal to $5 million less any amounts claimed as Losses pursuant to any Officer Certificate(s) delivered to the Escrow Agent prior to the Second Termination Date (other than Losses claimed by a Parent Indemnified Party pursuant to clause (D) of the first sentence of Section 8.2(a)(ii) if all such Losses claimed on or prior to the Second Termination Date pursuant to such clause are for a specified amount and the aggregate of such specified amounts is less than $4,000,000) and (iii) at 5:00 p.m., California time, on the first business day occurring on or after the thirtieth (30th) day after December 31, 2007 (the “Third Termination Date”) with respect to the remainder of the Escrow Fund. Notwithstanding the foregoing, the Escrow Fund shall not terminate at any time with respect to any amount (or any portion thereof) that is necessary in the reasonable judgment of Parent to satisfy any unsatisfied claims concerning facts and circumstances specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Escrow Fund in full. Following the Third Termination Date, upon the final resolution of any such pending claims, the Escrow Agent shall deliver to the Signing Company Stockholders the remaining portion of the Escrow Fund to the extent not required to satisfy any remaining pending claims. Deliveries of the amounts out of the Escrow Fund to the Company Stockholders pursu...
Sample 1
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds shall be in existence immediately following the Closing and shall terminate as set forth in Sections 1.2(a) (collectively, the "ESCROW PERIODS"); provided, however, that the Escrow Periods shall not terminate with respect to any amount which, in the reasonable judgment of Purchaser, is necessary to satisfy any then pending and unsatisfied claims specified in any Claim Notice delivered to the Seller or Xxxxxxxxx, as applicable pursuant to Section 9.3(d) below prior to the termination of the respective Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Purchaser shall deliver to the Seller or Xxxxxxxxx, as applicable, the remaining portion of such Escrow Fund, if any, not required to satisfy such claims.
Sample 1
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as to all Stockholders at 5:00 p.m., local time, on the Initial Survival Date (the "Escrow ------ Period"); provided, however, that the Escrow Period shall not terminate with ------ respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of the Initial Survival Date. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this Section 7.3(d) shall be made in proportion to -------------- their respective Pro Rata Portions of the Escrow Fund.
Sample 1
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Indemnity Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m. Pacific time on the Expiration Date (the “Escrow Period”). On the second (2nd) Business Day following the Expiration Date, Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to release all amounts remaining in the Indemnity Escrow Fund net of any amount which, in the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Stockholder Representative prior to 11:59 p.m. Pacific time on the Expiration Date. As soon as such claims have been resolved in accordance with Section 10.4(c), Parent and the Stockholder Representative shall jointly instruct the Escrow Agent to release any relevant withheld portion of the Indemnity Escrow Fund not required to satisfy such claims to the Stockholders as Released Escrow Amounts.
Sample 1
Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the General Escrow Fund shall remain in existence until March 31, 1999 (the "GENERAL ESCROW PERIOD") and the Special Escrow Fund shall remain in existence until the lapsing of the applicable statute of limitations in respect of relevant Taxes attributable to the Special Tax Matters (the "SPECIAL ESCROW PERIOD"), in each case, subject to extension as set forth below. At the expiration of the General Escrow Period, the General Escrow Fund shall be released from escrow to the Sellers, in an amount equal to the entire initial General Escrow Fund less an amount equal to the sum of (i) all amounts theretofore paid out of
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Escrow Periods; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Amount shall be deposited by Parent with the Escrow Agent on the Closing Date. Any amounts remaining in the Escrow Account on the date that is eighteen (18) months from the Closing Date (less any amount necessary to satisfy any unresolved claims specified in any Claim Certificate that is delivered to the Seller prior to the Escrow Release Date with respect to facts and circumstances existing on or prior to the Escrow Release Date), shall be released to Seller by the Escrow Agent on the fifth (5th) Business Day following the date that is eighteen (18) months from the Closing Date (the “Escrow Release Date”). On the Escrow Release Date, the Escrow Agent shall deliver to the Seller an amount in cash equal to the portion of the remaining Escrow Amount not required to satisfy any then pending claims against the Escrow Account, by wire transfer of immediately available funds, for the benefit of the Indemnifying
Sample 1
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Related to Escrow Periods; Distribution upon Termination of Escrow Periods

  • Withdrawals upon Termination 27.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) 55% (fifty five per cent) of Debt Due excluding Subordinated Debt; (c) outstanding Annual Concession Fee; (d) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (e) incurred or accrued O&M Expenses; (f) retention and payments relating to the liability for defects and deficiencies set forth in Article 35; (g) outstanding Debt Service including the balance of Debt Due; (h) outstanding Subordinated Debt; (i) any other payments required to be made under this Agreement; and (j) balance, if any, in accordance with the instructions of the Concessionaire: Provided that no appropriations shall be made under Sub-clause (j) of this Clause 27.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Clause 34.4. 27.4.2 The provisions of this Article 27 and the instructions contained in the Escrow Agreement shall remain in full force and effect until the obligations set forth in Clause 27.4.1 have been discharged.

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • Recovery upon Termination On the termination of the Contract for any reason, the Contractor shall at its cost:

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Payment Upon Termination In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. The City shall have no obligation to compensate Consultant for work not verified by logs or timesheets.

  • Action Upon Termination From and after the effective date of termination of this Agreement, pursuant to Sections 13 or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13(a) or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith: (i) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement; (ii) deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary; and (iii) deliver to the Board of Directors all property and documents of the Company or any Subsidiary then in the custody of the Manager.

  • Payments Upon Termination A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

  • Refund or Payment upon Termination Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

  • Condition upon Termination Upon the termination of the -------------------------- Lease, Tenant shall surrender the Property to Landlord, broom clean and in the same condition as received except for ordinary wear and tear which Tenant was not otherwise obligated to remedy under any provision of this Lease. However, Tenant shall not be obligated to repair any damage which Landlord is required to repair under Article 7 (Damage or Destruction). In addition, Landlord may require Tenant to remove any alterations, additions or improvements (whether or not made with Landlord's consent) prior to the expiration of the Lease and to restore the Property to its prior condition, all at Tenant's expense. All alterations, additions and improvements which Landlord has not required Tenant to remove shall become Landlord's property and shall be surrendered to Landlord upon the expiration or earlier termination of the Lease, except that Tenant may remove any of Tenant's machinery or equipment which can be removed without material damage to the Property. Tenant shall repair, at Tenant's expense, any damage to the Property caused by the removal of any such machinery or equipment. In no event, however, shall Tenant remove any of the following materials or equipment (which shall be deemed Landlord's property) without Landlord's prior written consent: any power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor coverings; heaters, air conditioners or any other heating or air conditioning equipment; fencing or security gates; or other similar building operating equipment and decorations except to the extent installed by Tenant.

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