Payments From Escrow Clause Samples
Payments From Escrow. The Escrow Agent shall hold the Escrow Deposit in escrow in accordance with this Agreement and shall make payments from the Escrow Deposit only as follows or as provided in Section 7 below:
(a) Parent Indemnitee shall be paid such amounts as are authorized to be paid to Parent Indemnitee pursuant to Section 4(a) below.
(b) The Sellers shall be paid such amounts as are authorized to be paid to the Sellers pursuant to Section 4(b).
(c) On _______ ___, 2005 (the "Termination Date"), the Sellers shall be paid an amount equal to the entire balance of the Escrow Deposit then remaining, minus the aggregate of the then existing Claims Reserves (hereafter defined) for Open Claims (hereafter defined).
(d) Within two (2) banking days of the Escrow Agent's having been given a copy of a Final Determination (as hereafter defined) for an Open Claim, the amount payable to Parent Indemnitee under the Final Determination for such Open Claim shall be paid to Parent Indemnitee from the Claim Reserve for such Open Claim as provided in Section 4(a) and, after the later of the date of Final Determination of all Open Claims and payment to Parent Indemnitee in respect thereof and the Termination Date, the balance of such Claim Reserve, if any, shall then be paid to Sellers.
(e) Within two (2) banking days of the Escrow Agent's having been given a copy of a Final Termination Determination (as hereafter defined) for an Open Request, the amount payable to Sellers under the Final Termination Determination for such Open Request shall be paid to Sellers from the Request Reserve for such Open Request as provided in Section 4(b) provided that on the Termination Date, the balance of such Request Reserve, if any, shall be paid to Sellers.
(f) Any payment required to be made hereunder by the Escrow Agent from the Escrow Deposit shall be delivered in accordance with written instructions given to the Escrow Agent by the party entitled under this Agreement to receive such payment.
Payments From Escrow. The Escrow Agent shall hold the Escrow Account in accordance with this Agreement and shall make payments from the Escrow Account only as provided by Sections 3 and 4 hereof or as further directed in writing by both Zeus and Handheld:
(a) In the event the Escrow Agent is duly instructed to disburse funds from the Escrow Account to any party, (i) the Escrow Agent shall disburse such funds by mailing a check to such party at the address set forth in the instruction; or (ii) if the Escrow Agent is instructed to transfer funds from the Escrow Account to any bank for the account of any party, the Escrow Agent shall disburse such funds by electronic transfer; provided, however, that the Escrow Agent may require the party issuing the instruction to agree to appropriate security procedures to verify that the instruction is that of such issuing party;
(b) Handheld shall be paid such amounts as are authorized to be paid to Handheld pursuant to Section 4 below.
(c) Six (6)-months following the Effective Date, Zeus shall be paid an amount equal to the entire Unclaimed Deposit (as hereinafter defined). For purposes of this agreement, the “Unclaimed Deposit” shall mean the entire balance of the Escrow Account then remaining, minus the aggregate of the then existing Claim Reserves for Open Claims and any interest accrued thereon.
Payments From Escrow. The Escrow Agent shall hold the Escrow Fund in escrow in accordance with this Agreement and shall make distributions from the Escrow Fund only when, and to the extent, authorized under Section 3 above. On the later of (1) November 29, 2001 or (2) the final determination of Actual Net Assets as set forth in Section 1.6 of the Purchase Agreement (the "Scheduled Disbursement Date"), the remaining Escrow Fund less the aggregate amount of Claim Reserves for Open Claims in existence as of the Scheduled Disbursement Date, shall be distributed to Sellers. Following the Scheduled Disbursement Date, when a Joint Instruction or Final Determination is made for any Open Claim as of such date, any amount distributable to the Purchaser under the Joint Instruction or Final Determination, as the case may be, shall be distributed to the Purchaser from the Claim Reserve for such Open Claim and the balance of such Claim Reserve for such Open Claim (if any), to the extent available as provided herein above shall then be distributable to Sellers after all Open Claims have been resolved.
Payments From Escrow. The parties acknowledge and agree -------------------- that all Settled Claims for which any of the Selling Parties is the Indemnitor shall initially be payable from amounts held pursuant to the Escrow Agreement in accordance with the provisions thereof. To the extent that the amount of a Settled Claim for which a Selling Party is the Indemnitor exceeds the amount in the escrow account, such Selling Party shall be liable for such Payable Claim.
Payments From Escrow. As more particularly described in Section 8.3 and the Escrow Agreement, during the Escrow Period Parent shall satisfy indemnification obligations of the Stockholders by payment from the Escrow Fund of cash and shares of Parent Common Stock issued hereunder, valued at the average closing trading price, as reported by the Nasdaq National Market, per share of Parent Common Stock for the twenty (20) consecutive trading days ending on, and including, the trading day prior to the date of payment).
Payments From Escrow. The Escrow Agent shall hold the Escrow Shares and Proceeds in escrow in accordance with this Agreement and shall make payments from the Escrow Shares and Proceeds only as follows or as provided in Section 3 below:
(a) On November 8, 1999 (the "Claim Expiration Date"), the Escrow Agent shall deliver the respective Escrow Shares and Proceeds to ▇▇▇▇▇ Fargo Bank, National Association at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, unless, prior to the Claim Expiration Date, the Escrow Agent shall have received a Sale Notice (as defined below) from the Company.
(b) Any delivery required to be made hereunder by the Escrow Agent shall be delivered in accordance with written instructions given to the Escrow Agent by the party entitled under this Agreement to receive such delivery.
Payments From Escrow. Except as provided in the last sentence of Section 8.1, as provided in Section 8.7 or pursuant to the indemnification obligations incurred pursuant to Section 6.2 and subject to the terms and conditions of the Escrow Agreement, Buyer's only source of funds for satisfaction of any or all of Seller's obligations with respect to this Agreement shall be the funds held in the escrow account under the Escrow Agreement. In the event Buyer is entitled to such payment, Seller shall instruct the Escrow Agent to disburse funds from the escrow account in amount equal to the amount of Seller's claim which is not disputed. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Article 8 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the indemnified party until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be two percentage points in excess of the rate which is publicly announced from time to time by Well▇ ▇▇▇go Bank, N.A. or its successor as its "prime rate."
Payments From Escrow. Any amounts owing from the Indemnifying Seller pursuant to this Article XI shall first be made from the escrow account subject to the terms of the Escrow Agreement to the extent of available funds therein prior to any amounts being funded directly by the Indemnifying Seller.
Payments From Escrow. Escrow Holder is acting as the disbursing agent of the parties to this escrow for all payments, such as, but not limited to, commissions, signing service providers, notary fees and termite inspections and/or reports, owed and authorized herein by the parties.
Payments From Escrow. Amounts paid by the Escrow Agent to any Purchaser Indemnified Party under the Escrow Agreement shall be treated as having been paid by the Sellers or a Shareholder (as applicable) to the Purchaser Indemnified Party for all purposes under this Agreement.