Payment; Escrow. After
(a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article VIII, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third‑Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article VIII. Any amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII are to be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owning and if the then current balance of Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Transaction Shares equal to (i) the remainder of such amount due and owing divided by (ii) the CPSI Share Price to the applicable Parent Indemnified Person from the Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement (and Parent and the Securityholder Representative shall promptly instruct the Escrow Agent accordingly). If the Escrow Fund is fully extinguished or insufficient to pay in full the amounts due and owing by the Company Indemnifying Persons to any Parent Indemnified Person in accordance with this Article VIII, then each Company Stockholder shall severally and not jointly, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 8.8, pay to the applicable Parent Indemnified Person all such remaining amounts due and owing by the Company Indemnifying Persons to the applicable Parent Indemnified Person in accordance with its Pro Rata Share, such amounts to be paid, at the election of each Company Indemnifying Person, wholly in cash, or in a mix of cash and Transaction Shares, provided that such mix shall contain no more than fifty percent (50%) Transaction Shares (with such Transaction Shares valued at the CPSI Share Price), with any such cash payment to be by wire transfer of immediately available funds to the account designated by Parent to the Company Indemnifying Persons in writing. If any amounts are due and owing by Parent to any Company Indemnified Person in accordance with this Article VIII, then Parent shall, within five (5) Business Days after the occurrence of the earliest event ...
Payment; Escrow. On the Default Purchase Closing Date, the Default Purchase Price may be deposited in good federal funds that are immediately available at the place of closing in escrow with the title company involved with the transaction or with either Purchasing Member's or Selling Member's counsel.
Payment; Escrow. (a) Any payment obligated to be made to any Buyer Indemnitee to satisfy any claim by a Buyer Indemnitee for indemnification under this Article X (each, a “Buyer Indemnification Claim”) shall be paid initially from the Escrow Fund. After the resolution of the Buyer Indemnification Claim in favor of the Buyer Indemnitee, Seller and Buyer shall deliver within five (5) Business Days after such resolution a written instrument signed by Seller and Buyer to the Escrow Agent, and the Escrow Agent shall release, in accordance with the Escrow Agreement, to the applicable Buyer Indemnitee as set forth in such notice, the amount, if any, payable to the applicable Buyer Indemnitee as set forth in such notice in connection with such resolved Buyer Indemnification Claim.
(b) On the twelve (12) month anniversary of the Closing Date, the Escrow Agent shall release the Escrow Funds plus all accrued interest thereon (to the extent not utilized to pay any Buyer Indemnitee for any Buyer Indemnitee Claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of all claims for indemnification under this Article X asserted in accordance with Section 10.5 prior to the twelve (12) month anniversary of the Closing Date but not yet resolved (“Unresolved Claims”). The Escrow Funds retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnitees for any such claims resolved in favor of the Buyer Indemnitees) upon their resolution in accordance with this Article X and the terms of the Escrow Agreement. Each release of funds from the Escrow Account shall be made in accordance with this Article X and the terms of the Escrow Agreement.
(c) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, and is not otherwise payable through the Escrow Fund, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds.
Payment; Escrow. The Company has entered into an Escrow and Impound Agreement (the "Escrow and Impound Agreement") with U.S. Trust Company of California (the "Trust Agent"), and the Trust Agent has established an escrow and impound account (the "Escrow and Impound Account") subject to the Escrow and Impound Agreement. The Subscriber delivers with this Subscription Agreement the full amount of the Subscription Price paid by check, payable to the ILX CAS Bond Escrow and Impound Account, or concurrently with the delivery of this Subscription Agreement has wire transferred to the ILX CAS Bonds Escrow and Impound Account as follows: Trust Agent ABA: _______________ FBO: _______________ -------------------- Attn: ______________ Ref: ILX Incorporated
Payment; Escrow. On the date hereof, Buyer shall pay over and deliver to or on behalf of Seller (and shall be credited, dollar-for-dollar, as partial payment of the Purchase Price) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Limited Liabilities as specified in paragraph 2(b)(iii), above, to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the State of New York or a trust company or bank having trust powers in the State which Paying Agent has been selected by Seller and approved by Buyer.
(i) Seller shall pay all costs and expenses of the Payment Escrow, including without limitation, any fees or costs of the Paying Agent.
(ii) Seller shall be obligated to see that the Paying Agent timely and properly pays all Limited Liabilities, and that the Paying Agent obtains and delivers to Buyer the "FINAL RELEASE" referred to in the Payment Escrow Agreement, or other reasonable evidence of payment acceptable to Buyer for all Limited Liabilities in excess of $5,000. Additionally, Seller shall prepare and deliver UCC termination statements, if applicable.
(iii) If any existing obligation has not been paid or performed and a Final Release or other acceptable evidence of payment therefor delivered or performance thereof to Buyer within nine (9) months following the date hereof, then any unpaid portion of such liability shall constitute "LIABILITIES" subject to the provisions of paragraph 5, above.
Payment; Escrow. An escrow into which payments made by an Obligor under an Eligible Uncompleted Unit Receivable are required to be made pursuant to applicable state law. PERMITTED ADVERSE CLAIMS means (a) any Adverse Claim created under any Loan Document; (b) any Adverse Claim for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, provided that no notice of Adverse Claim has been filed or recorded under the Code of any of the states wherein the Resorts or Additional Resorts are located; (c) carriers, warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Adverse Claims arising in the ordinary course of business which are not delinquent or remain payable without penalty; and (d) Permitted Liens. PERMITTED LIENS. Each of the liens listed on EXHIBIT H attached hereto. PERSON. Natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.
Payment; Escrow. An escrow into which payments made by an Obligor under an Eligible Uncompleted Unit Receivable are required to be made pursuant to applicable state law.
Payment; Escrow. 74 11.8 Third-Party Claims..................................................74 11.9
Payment; Escrow. Upon notice to Seller specifying in reasonable detail the basis therefore, Buyer may give notice of a claim in such amount under the Escrow Agreement. Upon a determination of Damages that is binding on Seller and the Shareholders, the amount of such Damages shall be paid first from the account established by the Escrow Agreement until such account has been fully depleted, and after such account has depleted, by wire transfer of immediately available funds from Seller and the Shareholders to Buyer within ten (10) days of the date such amount is determined. Upon a determination of Damages that is binding on Buyer, the amount of such Damages shall be paid by wire transfer of immediately available funds from Buyer to the Selling Parties Representative within ten (10) days of the date such amount is determined.
Payment; Escrow. At Closing, Buyer shall pay over and deliver to or on behalf of Seller (and shall be credited, dollar-for-dollar, as partial payment of the Purchase Price) to the Paying Agent, in escrow (the "PAYMENT ESCROW"), an amount equal to the Closing Date Liabilities as specified in paragraph 2(b)(ii), to be held by the Paying Agent subject to the terms, conditions, and provisions of the Payment Escrow Agreement. The Paying Agent shall be an attorney at law authorized to practice law in the state of Florida or a trust company or bank having trust powers in such State, which Paying Agent has been selected by Seller and approved by Buyer.
(i) Seller shall pay all costs and expenses of the Payment Escrow, including without limitation, any fees or costs of the Paying Agent.
(ii) Seller shall be obligated to see that the Paying Agent timely and properly pays all Listed Liabilities, including without limitation the costs for the Yellow Page advertisements, and that the Paying Agent obtains and delivers to Buyer the "Final Release" referred to in the Payment Escrow Agreement, or canceled checks referred to in the Payment Escrow Agreement.
(iii) The existence of the Payment Escrow shall not affect the obligations of the Seller and the Shareholders to hold Buyer harmless against any Closing Date Liabilities as provided in paragraph (16)(a).
