Expiration of Escrow Period. If, upon expiration of the Escrow Period, SCB shall have asserted a Claim in accordance with Section 5 and such Claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in the Escrow Fund, and withhold from delivery to the Delta Shareholders, Escrow Shares and other funds equal in value to the asserted amount set forth in such Claim (including, without limitation, any anticipated professional or other fees and costs associated therewith) until such matter is resolved. If it is determined that SCB is entitled to recovery on account of such Claim, the Escrow Agent shall deliver or cause to be delivered to SCB that number of Escrow Shares (in whole shares) or other funds in the Escrow Fund having a value equal to the amount due and payable with respect to such Claim. The remainder of the Escrow Fund, if any, following any delivery of Escrow Shares or other funds to SCB in accordance with this Section 9, shall be delivered to the Delta Shareholders pursuant to this Escrow Agreement, without interest. Any portion of the Escrow Fund delivered to the Delta Shareholders pursuant to this Section 9 shall be delivered to the Delta Shareholders on a pro rata basis according to the number of shares of SCB Common Stock received by each such Delta Shareholder in the Merger, such pro rata portion to be determined in accordance with Annex 1. If any amount is paid by the Escrow Agent pursuant to a Claim and the actual Losses with respect to such Claim are at any time determined to be less than such payment, SCB shall promptly return such excess to the Escrow Agent to be deposited into the Escrow Fund, if this Escrow Agreement is then in effect, or to the Shareholder Representative for the benefit of the Delta Shareholders, if this Escrow Agreement is no longer in effect.
Expiration of Escrow Period. Upon the expiration of the Escrow Period, Escrow Agent shall distribute to each Noteholder all such Noteholder's Escrow Funds, as promptly as practicable, without any instruction or direction from any Representative. Any Noteholder's Certificate of Undisputed Amount and Direction, Noteholder's Certificate of Allowed Amount and Direction, Noteholder's Certificate of Allowed Fee Amount and Direction, or Company's Certificate of Non-Allowed Claim and Direction shall be delivered to all Representatives concurrently with its delivery to the Escrow Agent. All disbursements of funds from the Escrow Funds shall be subject to the claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to SECTION 9 below.
Expiration of Escrow Period. Upon the expiration of the Escrow Period, Escrow Agent shall not disburse the Escrow Shares unless and until the Escrow Agent receives a letter from an officer of the Parent instructing the Escrow Agent to (a) retain a specified number of Escrow Shares to pay in full all Estimated Claim Amounts, if any, that have not been resolved at such time and (b) distribute to the LinkSpot Stockholders, as promptly as practicable, in accordance with such letter, the specified number of Escrow Shares then remaining in the Escrow Fund in proportion to their respective original contributions to the Escrow Fund (as set forth on Schedule A attached hereto). For the purpose of this Section 4(e), the Determination Date shall be the first Business Day after the Expiration Date.
Expiration of Escrow Period. In the event that the Release Conditions are not fulfilled by June 1, 2006, unless otherwise agreed in writing by the parties, the Transaction shall terminate and the Escrow Agent, within two business (2) days of such termination date, shall return (i) the Certificates to the Company, and (ii) the Share Consideration (without interest thereon) to the Buyers in their respective amounts.
Expiration of Escrow Period. Upon the expiration of the Escrow Period, Escrow Agent shall: (a) retain in the Escrow Shares a sufficient number of shares of ACE*COMM or funds to pay in full all Estimated Claim Amounts, if any, that have not been resolved at such time by the delivery to Escrow Agent of a Joint Written Direction; and (b) distribute, as promptly as practicable, the balance of the Escrow Shares, one-half to each Seller, without any further instruction or direction from the Representatives. If upon the expiration of the Escrow Period, Escrow Agent has retained any Escrow Shares with respect to Estimated Claim Amounts pursuant to this Section 4, then the Escrow Agent may, in its sole discretion, either (i) retain all such remaining Escrow Shares, to be held and invested in accordance with the provisions of this Escrow Agreement, until receipt by Escrow Agent of a Joint Written Direction with respect to the disposition of such amounts, or (ii) pay over all remaining Escrow Shares to a court of competent jurisdiction in the manner described in Section 6 below. All disbursements of Escrow Shares shall be made in the manner specified in this Section 4 and in Schedule A and shall be subject to the claims and fees of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.
Expiration of Escrow Period. Upon the expiration of the Hold Period, Escrow Agent shall: (i) retain Escrow Property with a value sufficient to pay in full all Claims, if any, that are the subject of a Claim Notice delivered to Escrow Agent that have not been Finally Resolved at such time, until such Claims have been Finally Resolved; and (ii) deliver the balance of the Escrow Property to the Shareholders in accordance with their interests. If Escrow Agent has not received any Claim Notice delivered by the end of the Hold Period, Escrow Agent shall deliver the balance of the Escrow Property to the Shareholders in accordance with their interests. The parties agree that the Escrow Agent shall receive a prior written notice of the termination of the Hold Period.
Expiration of Escrow Period. If, upon expiration of the Escrow Period, Buyer shall have asserted a Claim and such Claim is pending or unresolved at the time of such expiration, the Escrow Agent shall retain in the Escrow Fund that portion of the Escrow Amount, net of any distributions made or to be made with respect to other Claims, equal in value to the disbursement asserted in such Claim until such matter is resolved. If it is determined that Buyer is entitled to recovery on account of such disbursement, the Escrow Agent shall deliver or cause to be delivered to Buyer the Escrow Amount having a value equal to the amount due and payable with respect to such Claim, plus the interest thereon net of taxes paid. In the event that no Claims, or notices as provided in Article II are made or pending by or at the end of the Escrow Period, the remaining value of the Escrow Fund net of Expenses and taxes shall be disbursed to the Sellers as follows: Xxxxxxx X. Xxxxxxx (40%), Xxxxxx X. Xxxxxx (30%) and W. T. Short (30%).
Expiration of Escrow Period. (a) The Escrow Fund shall remain in existence for a period of twelve (12) months commencing on the Closing Date of the Merger (the "Escrow Period"); provided, however, that any Escrow Shares which shall continue to be maintained in the Escrow Fund beyond the Escrow Period pursuant to Section 6(b) shall be held subject to the terms hereof.
(b) If, upon expiration of the Escrow Period, Parent shall have asserted a Claim and such Claim is pending or unresolved on the date of the expiration of the Escrow Period, the Escrow Agent shall retain in the Escrow Fund that portion of the Escrow Fund, net of any distributions made or to be made with respect to other Claims, equal in value to the Loss asserted in such Claim until such matter is finally resolved. If it is determined that Parent is entitled to recovery on account of such Claim, in compliance with the provisions of Section 4 hereof, Parent shall withdraw and become the beneficial owner of the amount of Escrow Shares having a value equal to the amount due and payable with respect to such Claim.
(c) In the event that no Claims are made or are pending by or at the end of the Escrow Period, and to the extent that stated Claims or Disputes do not implicate all of the Escrow Shares, the remaining portion of the Escrow Fund shall be disbursed to the Company Stockholder.
Expiration of Escrow Period. (a) Upon the expiration of the Escrow Period, Escrow Agent shall: (a) retain a sufficient portion of the Escrow Funds and all of the Escrow Interest to pay in full all Estimated Claim Amounts, if any, that have not been resolved at such time; and (b) distribute to each stockholder his, her or its Pro Rata Share of the funds not retained under this Section 4.3.
(b) Escrow Agent shall retain the amount of any Estimated Claim Amounts, to be held and invested in accordance with the provisions of this Escrow Agreement, until receipt by Escrow Agent of a Joint Written Direction or Directions or Arbitrator Direction or Directions with respect to such Estimated Claim Amounts.
Expiration of Escrow Period. Upon the expiration of the Escrow Period, Escrow Agent shall, as promptly as practicable, without any further instruction or direction from the Representatives, distribute all of the Escrow Shares then remaining in escrow hereunder to the Stockholder Representative, less a number of Escrow Shares sufficient to satisfy all Pending Claims (if any). Upon the final determination of any Pending Claims, the Escrow Shares being held pending such determination shall be distributed by the Escrow Agent in accordance with the terms of this Escrow Agreement.
