Manner of Payment; Escrow Sample Clauses

Manner of Payment; Escrow. (a) The Escrow Agent shall accept the deposit of the Escrow Units and Escrow Cash and shall administer the Escrow Units and Escrow Cash and release Escrow Units and Escrow Cash in accordance with the terms and subject to the conditions set forth herein and in the Escrow Agreement. (b) Subject to the terms and conditions of this Agreement and, if applicable, the Escrow Agreement, (i) any indemnification of the Parent Indemnitees pursuant to Section 10.2(a) shall, except as otherwise provided herein, be effected by the Escrow Agent’s delivery to such Parent Indemnitees (subject to Section 10.7(e)) of an amount of Escrow Cash and/or Escrow Units Escrow Units (rounded to the nearest whole Escrow Unit and valued at the Parent Closing Price (with no issuance of fractional Escrow Units) that are, together, equal in value to the amount of such Parent Indemnitees’ indemnification pursuant to Section 10.2(a) with the composition of Escrow Cash and Escrow Units being determined by the Representative, within five (5) Business Days after the final determination thereof, (ii) any indemnification of the Parent Indemnitees pursuant to Section 10.2(b) shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Parent Indemnitees, as the case may be, within five (5) Business Days after the final determination thereof and (iii) any indemnification of the Member Indemnitees pursuant to Section 10.2(c) shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Member Indemnitees, as the case may be, within five (5) Business Days after the final determination thereof. (c) Any Escrow Units and Escrow Cash remaining in the Escrow Account as of the Survival Period Termination Date (minus the maximum aggregate amount (valuing any Escrow Units at their Parent Closing Price) which shall be retained in Escrow Units and/or Escrow Cash in the proportion requested by the Representative, if any, of claims asserted in accordance with this Article 10 by the Parent Indemnitees against the Escrow Account pursuant to Section 10.2(a) that are not fully resolved as of the Survival Period Termination Date) shall be released to the Representative on the Survival Period Termination Date and the Representative and Parent REIT or Parent OP shall deliver joint written instructions instructing the Escrow Agent to deliver such Es...
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Manner of Payment; Escrow. (a) Any indemnification of the Purchaser Indemnitees or the Company Indemnitees pursuant to this Article 9 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Company Indemnitees, as the case may be, within 15 days after the final determination thereof; provided that any indemnification owed by the Company Equityholders to the Purchaser Indemnitees pursuant to Section 9.2(a) shall be satisfied from the funds then remaining in the Escrow Account. (b) Any funds remaining in the Escrow Account as of the Survival Period Termination Date (minus the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made against such funds and not fully resolved prior to such date) shall be released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. At any time following the Survival Period Termination Date, to the extent the funds held in the Escrow Account exceed the aggregate amount claimed by the Purchaser Indemnitees pursuant to claims made prior to such Survival Period Termination Date and not fully resolved prior to the time of determination, the excess funds shall be promptly released to the Representative for distribution to each applicable Company Equityholder according to each respective Company Equityholder’s Percentage Interest. (c) The Representative and the Surviving Entity shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Escrow Account expressly provided for herein. (d) Each of Parent, Merger Sub, the Company and the Surviving Entity shall have no obligations, responsibilities or liabilities whatsoever to the Company Equityholders with respect to the distribution to the Company Equityholders by the Representative of funds received by the Representative from the PPA Escrow Account, Indemnity Escrow Account or Representative Expense Fund Account.
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Manner of Payment; Escrow. (a) Within five (5) Business Days following the final determination of an indemnification claim to which a Buyer Group Member is entitled pursuant to this Article IX, Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to release funds from the Indemnity Escrow Account to Buyer in the amount of such finally determined claim. (b) Promptly, and in any event within five (5) Business Days following the twelve (12) month anniversary of the Closing Date (and at any time thereafter to the extent the funds then held by the Escrow Agent exceed the aggregate amount claimed by Buyer pursuant to claims timely made prior to the twelve (12) month anniversary of the Closing Date in accordance with this Article IX and the Escrow Agreement, but that have not been finally determined), Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute any remaining funds held by the Escrow Agent (minus the aggregate amount claimed by Buyer pursuant to claims timely made in accordance with this Article IX and the Escrow Agreement, and not finally determined prior to such date) to Sellers’ Representative (for further distribution to the New Braunfels Sellers and the Kansas City Sellers, as applicable) and to the Galveston Sellers pursuant to the Allocation Notice and such wiring instructions provided by the Sellers’ Representative in joint written instructions to the Escrow Agent.
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Manner of Payment; Escrow. (a) Any indemnification of the Seller Indemnified Parties or the Buyer Indemnified Parties pursuant to this Article 12 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Seller Indemnified Parties or the Buyer Indemnified Parties, as the case may be, within 15 days after the final determination thereof; provided that except in the case of a breach of a representation or warranty contained in Article 4 and 5, any indemnification owed by the Indemnifying Entity or the Sellers to the Buyer Indemnified Parties pursuant to Section 12.02 shall first be satisfied from any funds in the - 65 - Indemnity Escrow Account (if it has been established pursuant to this Agreement); provided, further that the Indemnifying Entity shall be jointly and severally liable with the Sellers for any indemnification owed by the Sellers to the Buyer Indemnified Parties pursuant to Section 12.02 in excess of any funds in the Indemnity Escrow Account subject to in all cases the limitations in this Article 12 and the Buyer may make demand on the Indemnifying Entity without making any demand on the Sellers.
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Manner of Payment; Escrow. For as long as there are funds in the escrow account maintained pursuant to the Escrow Agreement, any and all amounts payable by Sellers as Indemnifying Party to a Buyer Indemnified Person will be paid in cash first out of such escrow account established pursuant to the Escrow Agreement, and thereafter directly by Sellers in accordance with the terms of this Agreement.
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Manner of Payment; Escrow. Any indemnification of the Purchaser Indemnitees or the Seller Indemnitees pursuant to this Article 8 shall be effected by wire transfer of immediately available funds from the applicable Persons to an account designated in writing by the applicable Purchaser Indemnitees or Seller Indemnitees, as the case may be, within 15 days after the determination thereof; provided, however, that any indemnification owed by Sellers to the Purchaser Indemnitees pursuant to Section 8.2, shall be satisfied solely from the remaining portion of the Indemnity Escrow Amount.
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Manner of Payment; Escrow. Any indemnification of the Purchaser Indemnified Parties or the Seller Indemnified Parties pursuant to this Section 6.2 shall be effected by wire transfer of immediately available funds from the Sellers (on a joint and several basis) or the Purchaser, as the case may be, to an account designated in writing by the applicable Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, within fifteen (15) days after the determination thereof that is binding on the Indemnitor (as defined below); provided, however, that any indemnification owed by any Seller to the Purchaser Indemnified Parties shall be satisfied out of the Escrow Account.
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Manner of Payment; Escrow. With respect to any claim for indemnification pursuant to Section 10.2(a) or Section 7.2 and subject to the provisions set forth in Section 10.5 and Section 10.6, any Seller Retention Amount shall be satisfied from the Escrow Funds by Parent and the Representative delivering, as promptly as reasonably practicable, to the Escrow Agent a joint written instruction to pay to such Purchaser Indemnitee an amount of cash equal to the Seller Retention Amount out of the Escrow Funds (or an amount equal to the then remaining Escrow Funds if the Seller Retention Amount exceeds the then remaining Escrow Funds), which shall be paid within five Business Days of such written instruction.
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Manner of Payment; Escrow. Any indemnification of the Stockholder Indemnified Parties pursuant to this Section 11.3 shall be effected by wire transfer of immediately available funds from the Parent to an account designated in writing by the Stockholder Indemnified Party within fifteen (15) days after the determination thereof. Any indemnification of the Parent Indemnified Parties pursuant to this Section 11.3 shall be effected by wire transfer from the Escrow Funds to an account designated in writing by the Parent Indemnified Party within fifteen (15) days after the determination thereof. All payments to a Parent Indemnified Party pursuant to this Section 11.3 shall be satisfied solely and exclusively from the Escrow Funds and the Parent and the Target Stockholder Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payments.
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Related to Manner of Payment; Escrow

  • Manner of Payment All payments due under this Agreement shall be in lawful money of the United States of America in immediately available funds as each party hereto may specify to the other parties; provided, that in the event the Receiver or the Corporation is obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment may be made by check.

  • Manner of Payments All Rent (whether Periodic Lease Rent, Renewal Lease Rent or Supplemental Lease Rent) shall be paid by the Facility Lessee in lawful currency of the United States of America in immediately available funds to the recipient not later than 11:00 a.m. (New York City time) on the date due. All Rent payable to the Owner Lessor (other than Excepted Payments) shall be paid by the Facility Lessee to the Owner Lessor by payment to the Owner Lessor's Account, or to such other place as the Owner Lessor shall notify the Facility Lessee in writing; provided, however, that so long as the Lien of the Lease Indenture has not been discharged, the Owner Lessor hereby irrevocably directs (it being agreed and understood that such direction shall be deemed to have been revoked after the Lien of the Lease Indenture shall have been fully discharged in accordance with its terms), and the Facility Lessee agrees, that all payments of Rent (other than Excepted Payments) payable to the Owner Lessor shall be paid by wire transfer directly to the Lease Indenture Trustee's Account or to such other place as the Lease Indenture Trustee shall notify the Facility Lessee in writing pursuant to the Lease Indenture. Payments constituting Excepted Payments shall be made to the Person entitled thereto at the address for such Person set forth in the Participation Agreement, or to such other place as such Person shall notify the Facility Lessee in writing.

  • Time and Manner of Payment Upon execution of this Lease, Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph 1.12 (a) above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in advance, without offset, deduction or prior demand. The Base Rent shall be payable at Landlord's address or at such other place as Landlord may designate in writing.

  • Purchase Price and Manner of Payment The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

  • Order of Payment (1) In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation: (a) all Secured Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities; (b) any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Secured Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Secured Indebtedness may have been issued, to the extent necessary to pay all Secured Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Secured Indebtedness; and (c) the Secured Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage, or otherwise dispose of the Corporation’s assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee. (2) The rights and priority of the Secured Indebtedness and the subordination pursuant hereto shall not be affected by: (a) the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of any security securing the Secured Indebtedness (the “Senior Security”); (b) the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security; (c) the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security; (d) the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Secured Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation; (e) the failure to exercise any power or remedy reserved to the Secured Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof; (f) whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses; (g) the date of giving or failing to give notice to or making demand upon the Corporation; or (h) any other matter whatsoever.

  • Place and Manner of Payment (a) All payments of Rent, the Termination Value and the Fair Market Value Purchase Price payable by Lessee to Lessor under this Facility Lease shall be made by Lessee to or for the account of Lessor as Lessor shall from time to time direct in writing in immediately available funds in Dollars in the amount of such payments on the date when such payments are due. (b) Neither Lessee’s inability or failure to take possession of all, or any portion, of the Leased Facility when delivered by Lessor, nor Lessor’s inability or failure to deliver all or any portion of the Leased Facility to Lessee, whether or not attributable to any act or omission of Lessee or any act or omission of any other Person (other than Lessor), or for any other reason whatsoever, shall delay or otherwise affect Lessee’s obligation to pay Rent, the Termination Value and/or the Fair Market Value Purchase Price in accordance with the terms of this Facility Lease. (c) If the Leased Facility is sold to Lessee pursuant to Section 14.4, and the Fair Market Value Purchase Price is greater than thirty percent (30%) of the Approved Amount, then Lessee shall not be obligated to pay the entire amount of such Fair Market Value Purchase Price as of the last day of the Base Term or Renewal Term, as the case may be, but shall be obligated to pay Lessor as follows: (i) (A) if such Fair Market Value Purchase Price is between thirty percent (30%) and fifty percent (50%) of the Approved Amount, then Lessee shall be obligated to pay the full amount of the Fair Market Value Purchase Price in twenty (20) equal quarterly installments; and (B) if such Fair Market Value Purchase Price is over fifty percent (50%) of the Approved Amount, then Lessee shall be obligated to pay the full amount of such Fair Market Value Purchase Price in forty (40) equal quarterly installments. (ii) In addition to the repayment of the Fair Market Value Purchase Price, Lessee shall be obligated to pay Lessor a Return on Capital with respect to the outstanding unpaid amount of the Fair Market Value Purchase Price. On or before the tenth (10th) day of each calendar month (or if such day is not a Business Day, the next Business Day) following the last day of the Base Term or Renewal Term, as the case may be, until the Fair Market Value Purchase Price is paid in full to Lessor, Lessor shall submit a written invoice to Lessee which shall indicate (i) the total amount outstanding of the Fair Market Value Purchase Price and (ii) the Return on Capital with respect to the total amount outstanding of the Fair Market Value Purchase Price. No later than the thirtieth (30th) day after which Lessee receives each invoice (or if such day is not a Business Day, the next Business Day), Lessee shall pay the amount specified in the invoice to or for the account of Lessor in Dollars. (iii) Notwithstanding any provision to the contrary contained in this Facility Lease, this Section 7.2(c) shall survive the termination of this Facility Lease.

  • Escrow Arrangements; Form of Payment Upon execution hereof by the parties and pursuant to the terms of the Escrow Agreement, each Subscriber agrees to make the deliveries required of such Subscriber as set forth in the Escrow Agreement and the Company agrees to make the deliveries required of the Company as set forth in the Escrow Agreement.

  • Time and Form of Payment Each of the following amounts payable to the Executive under this agreement shall constitute a separate payment for purposes of Section 409A of the Code: (1) Each pay period installment of Base Salary payable to the Executive pursuant to subparagraphs 10(d)(i) or 10(f)(iii) (each such installment, a “Salary Continuation Payment”). • Each Salary Continuation Payment shall be paid in accordance with the payroll payment schedule of the Companies in effect on the effective date of the Executive’s termination of employment with the Companies. (2) Any annual incentive bonus payable to the Executive pursuant to subparagraphs 10(d)(ii), 10(f)(iii) or 10(g)(iii) and the amount payable, if any, in excess of the minimum annual incentive bonus payable pursuant to subparagraph 10(e)(ii) (“Full Termination Year Bonus”). • Any Full Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective). (3) Any pro rata portion of the Executive’s annual incentive bonus for the calendar year of the Executive’s termination of employment pursuant to subparagraphs 10(a)(ii) or 10(b)(ii) (“Pro-Rated Termination Year Bonus”). • Any Pro-Rated Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective). (4) Any Base Salary amount payable pursuant to subparagraphs 10(e)(i) or 10(f)(iii) (“Lump Sum Salary”). • Any Lump Sum Salary shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies. (5) Any minimum annual incentive bonus for the calendar year in which the Executive terminates employment pursuant to subparagraphs 10(e)(ii) or 10(f)(iii) (“Lump Sum Bonus”). • Any Lump Sum Bonus shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies. (6) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(d)(iii) or 10(f)(iii) (“Percentage Base Amount”). • Any Percentage Base Amount shall be paid on the date that is one year after the effective date of the Executive’s termination of employment with the Companies. (7) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(e)(iii) or 10(f)(iii) (“Lump Sum Percentage Base Amount”). • Any Lump Sum Percentage Base Amount shall be paid not later than 30 days after the effective date of the Executive’s termination of employment with the Companies. (8) Any amounts payable to the Executive pursuant to subparagraph 10(l) as an “Additional Payment” and any “Gross-Up Payment” (the “Preliminary Gross-Up Payment”). • Any Preliminary Gross-Up Payment shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies. (9) Any amounts payable to the Executive pursuant to subparagraph 10(l) as a “further Gross-Up Payment” (the “Adjustment Gross-Up Payment”). • Any Adjustment Gross-Up Payment shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs.

  • Place and Manner of Payments Except as otherwise specifically provided herein, all payments hereunder shall be made to the Lender in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at its offices specified in Section 7.1 not later than 2:00 P.M. (New York, New York time) on the date when due. Payments received after such time shall be deemed to have been received on the immediately succeeding Business Day. The Lender may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Lender (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Lender the principal, interest, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Lender shall apply the payment in such manner as the Lender may determine to be appropriate in respect of obligations owing by the Borrower hereunder). Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the immediately succeeding Business Day (subject to accrual of interest at non-default rates and fees for the period of such extension (but not any default interest on amounts as to which such due date shall have been extended)), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the immediately preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

  • Timing and Form of Payment Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit. Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.

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