Common use of Payments from Escrow Account Clause in Contracts

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. In the event any Indemnified Party or the Stockholder Agent 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 or the Stockholder Agent, as the case may be, 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 Closing Price (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 or to the Stockholder Agent 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. In the event any Parent 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 DGSESpaceDev, 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, subject to Section 1.9, out of the Escrow Shares by delivering to such Parent 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 calculated pursuant to $2.67 Section 2.4(b) or Section 2.4(c), as applicable, of the Merger Agreement at the time of issuance thereof (the "Share Value"); provided, however, it being agreed that claims against Escrow Shares shall be satisfied against Escrow Shares in the event of any Capitalization Adjustment with respect to order deposited in 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 AdjustmentEscrow Account). Any distribution of Escrow Assets Cash or Escrow Shares to an a Parent Indemnified Party pursuant to this Section 2 shall be deemed paid by the Stockholders Shareholders on a pro rata basis. , calculated in accordance with the percentages set forth opposite the respective Stockholder Shareholder names on Exhibit A.

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 (it being understood that DGSE shall promptly notify the Escrow Agent of any 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.