Payments from Escrow Account. In the event any Indemnified Party is entitled to payment on a claim from the Escrow Account, the Escrow Agent shall make such payment:
(a) first, out of any Escrow Cash then held in the Escrow Account,
(b) second, if commercially reasonable or upon the written request of DGSE, out of cash received upon the liquidation of any Permitted Investments or other assets (other than Escrow Shares) then held in the Escrow Account; and
(c) finally, out of the Escrow Shares by delivering to such Indemnified Party a number of Escrow Shares from the Escrow Account having a value equal to the remaining amount of the payment due, with such shares being valued at the per-share value equal to $2.67 (the "Share Value"); provided, however, that in the event of any Capitalization Adjustment with respect to the DGSE Common Stock occurring after the Effective Time, the Share Value shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Section 2.5(c) prior to such Capitalization Adjustment. Any distribution of Escrow Assets to an Indemnified Party pursuant to this Section 2 shall be deemed paid by the Stockholders on a pro rata basis. calculated in accordance with the percentages set forth opposite the respective Stockholder names on Exhibit A.
Payments from Escrow Account. (a) For each payment from the Escrow Account, Quadriga Superfund shall deliver, by facsimile, to Escrow Agent a letter of direction (a “Certificate”), which Certificate shall specify (i) the dollar amount of the funds in the Escrow Account to be paid to the recipient, (ii) the name and address of the recipient, and (iii) the date on which such payment or payments shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.
(b) Escrow Agent shall make any payment to the recipient by wire or other transfer to the account of such recipient as directed by Quadriga Superfund.
Payments from Escrow Account. Borrower may make any payment required or permitted to be made hereunder, including any payment of Interest, a Prepayment of Principal or other payment, by written direction to the Escrow Agent to make such payment from the Escrow Account to Lender pursuant to the Escrow Agreement (a “Payment Notice”) except that moneys on deposit in the Escrow Account pursuant to subsection (c) above shall only be used for the Prepayment of Principal. Upon Borrower directing Escrow Agent to make a payment pursuant to a Payment Notice, so long as sufficient funds to pay the amount indicated in the Payment Notice are on deposit in the Escrow Account at the time Borrower Issues the Payment Notice and the Escrow Agent makes such payment to Lender as provided in the Escrow Agreement, the payment indicated in the Payment Notice shall be deemed to have been made by Borrower.
Payments from Escrow Account. (i) The sum of, without duplication, (A) Cash on Hand, minus (B) Indebtedness of the Company and its Subsidiaries immediately prior to the Closing, minus (C) all Transaction Costs to the extent (and only to the extent) not paid as of the close of business on the Business Day immediately prior to the Closing Date, plus, (D) all Epicor Incremental Costs paid by the Company or any of its Subsidiaries on or prior to the close of business on the Business Day immediately prior to the Closing Date; plus, (E) the aggregate exercise price of all Company Options, plus (F) the amount of the Company Tax Benefit, minus, (G) the aggregate Unpaid Cash Bonuses, plus (H) an amount (which may be a negative number) equal to (x) the Net Working Capital minus (y) the Net Working Capital Target, plus, (I) the Scheduled Acquisition Cost Amount, each of the foregoing as deemed final and binding pursuant to this Section 3.7 shall be deemed the “Final Merger Consideration Elements Sum”. If the amount of the Final Merger Consideration Elements Sum exceeds the amount of the Estimated Merger Consideration Elements Sum by more than $250,000, then within five (5) Business Days after such final determination Parent and/or the Surviving Corporation shall promptly deposit or cause to be deposited, in immediately available funds, with the Escrow Agent an amount in cash equal to such excess; provided, that in no event shall Parent’s and the Surviving Corporation’s payment obligations under this Section 3.7(e)(i) exceed the amount then remaining in the Working Capital Escrow (without giving effect to the amount deposited by Parent and/or the Surviving Corporation in the Working Capital Escrow pursuant to this Section 3.7(e)(i)). The parties shall provide a joint written instruction to the Escrow Agent to deliver promptly from the funds remaining in the Working Capital Escrow (after receipt of the funds deposited by Parent and/or the Surviving Corporation under this Section 3.7(e)(i)) by wire transfer (A) to each of the Stockholders, such Stockholder’s Pro Rata Portion of all the funds then held in the Working Capital Escrow less such Stockholder’s Stockholders’ Representative Obligations Funding Amount, (B) to the Surviving Corporation, the aggregate Pro Rata Portion of all Common Optionholders of the funds then held in the Working Capital Escrow less the aggregate Stockholders’ Representative Obligations Funding Amount of all Common Optionholders and (C) to the Stockholders’ Representative, ...
Payments from Escrow Account. (1) Subject to paragraph 2D(2), if the Termination Time has not theretofore occurred, upon any liquidation, dissolution or winding up of the Company (whether voluntary or involuntary), the Company shall pay (and the Xxxxxx Xxxxx Funds shall take such actions as may be necessary such that the Company may pay) all amounts in the Escrow Account (other than amounts attributable to option exercise proceeds placed in the Escrow Account pursuant to paragraph 2E) to the holders of Series E Preferred (ratably among such holders on the basis of the number of shares of Series E Preferred held by each such holder); provided that the amounts distributed to the holders of Series E Preferred pursuant to this paragraph 2D(1) upon such liquidation, dissolution or winding up shall in no event exceed the excess of the aggregate Liquidation Value plus accrued and unpaid dividends with respect to shares of Series E Preferred then outstanding over other amounts or assets available for distribution to the holders of Series E Preferred then outstanding upon a liquidation, dissolution or winding up of the Company and amounts previously paid with respect to the shares of Series E Preferred then outstanding.
(2) As of the Termination Time, the Company shall pay all amounts in the Escrow Account (including amounts remaining in the Escrow Account after payments pursuant to paragraph 2D(1)) to the Xxxxxx Xxxxx Funds; provided that any amounts paid into the Escrow Account in respect of paragraph 2A shall be paid to the Xxxxxx Xxxxx Funds
Payments from Escrow Account. (a) For each payment from the Escrow Account, _________ shall deliver, by facsimile, to Escrow Agent a letter of direction (a "Certificate"), which Certificate shall specify (i) the dollar amount of the funds in the Escrow Account to be paid to _________ and the dollar amount of the funds in the Escrow Account to be paid to agents of ________ as a commission, and (ii) the date on which such payment or payments shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.
(b) Escrow Agent shall make any payment to _______ by wire or other transfer to the account of ________ at Escrow Agent or as otherwise directed by __________. Escrow Agent shall make any other payments as directed by ________ by wire transfer.
Payments from Escrow Account. Any payment to be made by the Escrow Agent pursuant to this Agreement (whether to Buyer, any of Buyer’s Other Indemnified Persons, the Company or any third party) shall be made by check or wire transfer (upon receipt of written wire transfer instructions of the recipient), and the Escrow Agent shall make such payment (in the following order): (i) out of and to the extent of any available cash in the Escrow Account, and (ii) by liquidating any permitted investments to obtain cash to make such payment. The Escrow Agent shall not make any payment or distribution of Escrowed Funds except as and in the manner expressly provided for by this Agreement.
Payments from Escrow Account. Borrower shall, and hereby does, agree to direct the Hysan Escrow Agent under the Hysan Escrow Agreement to forward to the Locked Box, pursuant to the provisions of SECTION 7.3 of the Financing Agreement, all payments to be made to Borrower pursuant to Section 1.5(b) of the Hysan Purchase Agreement and pursuant to the Hysan Escrow Agreement.
Payments from Escrow Account. In the event the Shareholder Agent is entitled to payment for fees or expenses from the Expense Fund, the Escrow Agent shall make such payment:
(a) first, out of any Escrow Cash then held in the Expense Fund,
(b) second, upon the written request of the Shareholder Agent, out of cash received upon the liquidation of any Permitted Investments or other assets (other than Expense Shares) then held in the Expense Fund; and
(c) finally, subject to Section 1.9, out of the Expense Shares by delivering to the Shareholder Agent a number of Expense Shares from the Expense Fund having a value equal to the remaining amount of the payment due, with such shares being valued at the Twenty Day VWAP of such shares on the Trading Day next preceding the date of delivery of such Expense Shares. Any distribution of Escrow Cash or Expense Shares to the Shareholder Agent pursuant to this Section 3 shall be deemed paid by the Shareholders on a pro rata basis, calculated in accordance with the percentages set forth opposite the respective Shareholder names on Exhibit A.
Payments from Escrow Account. No amount may be withdrawn from the Escrow Account except:
(a) on the joint instructions of the nominated representatives of the Buyer and the Seller Representative to the Agent;
(b) to make a payment to the Buyer under clause 5.24 ("Resolution of Claims") or otherwise to satisfy a Liability in respect of an Agreed Claim (along with any interest accruing thereon);
(c) to remit interest accruing on the Escrow Account Balance to the Seller Representative in accordance with clause 5.20 ("Interest on Escrow Account Balance") or the Buyer in accordance with clause 5.25 ("Interest accruing to Buyer");
