Payment of Escrow Fund. Upon termination of the escrow, the Escrow Agent shall pay over to the Representative the balance, if any, of the Escrow Shares and any cash or other property then held by the Escrow Agent, for disbursement by the Representative to the Stockholders in accordance with their respective interests as set forth on Exhibit A to this Agreement. In the event that any claims for indemnity under the Indemnification Agreement are pending on the third anniversary of the Closing Date, the Escrow Agent shall pay over to the Representative, for disbursement to the Stockholders, all property held in the Escrow Fund in excess of an amount of Escrow Shares, cash or other property having a value equal to the aggregate amount of Losses for which all Indemnified Parties have pending claims.
Payment of Escrow Fund. Not more than five (5) business days following completion of the Closing Date Balance Sheet Reconciliation, the Prospect Parties and the Heritage Parties shall give the Escrow Agent notice of the amount of any Upward Balance Sheet Adjustment to be paid from the Balance Sheet Adjustment Amount to the Prospect Parties or Downward Balance Sheet Adjustment to be paid from the Balance Sheet Adjustment Amount to the Heritage Parties, as applicable, which Upward Balance Sheet Adjustment or Downward Balance Sheet Adjustment shall be paid by Escrow Agent as soon as practicable. Notwithstanding anything set forth herein to the contrary, neither the Upward Balance Sheet Adjustment nor the Downward Balance Sheet Adjustment shall be limited to the Balance Sheet Adjustment Amount held by the Escrow Agent. If the Balance Sheet Adjustment Amount held by the Escrow Agent is insufficient to fully pay any Upward Balance Sheet Adjustment or Downward Balance Sheet Adjustment, the Heritage Parties shall pay the Prospect Parties any excess Upward Balance Sheet Adjustment or the Prospect Parties shall pay the Heritage Parties any excess Downward Balance Sheet Adjustment, in either case not more than 10 business days after completion of the Closing Date Balance Sheet Reconciliation.
Payment of Escrow Fund. Prior to the signing of this Agreement, the Parties have executed and delivered to the Escrow Agent instructions in accordance with the instruction provisions of the Escrow Agreement to pay the entire balance of the Escrow Account, together with all interest accrued thereon, to Citibank upon the signing of this Agreement. Upon signing of this Agreement each of the Parties will immediately notify the Escrow Agent that this Agreement has been signed and, thereupon, the Escrow Agent shall pay the entire amount in the Escrow Fund, including all interest accrued thereon, to or as directed by Citibank by wire transfer of immediately available funds.
Payment of Escrow Fund. With respect to any portion of the Indemnity Escrow Fund to be released to Indemnifying Parties pursuant to Section 8.7:
Payment of Escrow Fund. To the Escrow Agent, the Escrow Fund by wire transfer immediately available funds; and
Payment of Escrow Fund. The Escrow Agent shall make one or more distributions of the Escrow Fund, as follows:
Payment of Escrow Fund. At the Closing, the Purchasers will deliver to the Escrow Agent a cash amount of US$2,000,000 to be held by the Escrow Agent pursuant to the Escrow Agreement (the "ESCROW FUND"). The Escrow Fund shall be withheld and paid from: (a) the Closing Date Purchase Price otherwise payable to Seller Israel Sub, up to the amount equal to the full amount of the Escrow Fund, and (b) any additional amount in excess of the Closing Date Purchase Price otherwise payable to Seller Israel Sub which is required to be placed in escrow so that the entire amount of Escrow Fund is met, shall be pro-rated between each of the other Sellers' portion of the Closing Date Purchase Price.
