Payments from the Escrow Fund Sample Clauses

Payments from the Escrow Fund. (a) At any time prior to the Closing Date, in the event that the Asset Purchase Agreement is terminated by the Sellers or the Purchaser for any of the reasons set forth in Section 8.01(a), (b), (d) or (e) thereof, the Sellers and the Purchaser shall promptly notify the Escrow Agent in writing (a “Joint Notice”) to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to the Purchaser, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; (b) At any time prior to the Closing Date, if the Asset Purchase Agreement is terminated by the Sellers for the reason set forth in Section 8.01(c) thereof, the Sellers and the Purchaser shall provide a Joint Notice to the Escrow Agent to such effect, and the Escrow Agent shall, as promptly as practicable after its receipt of such Joint Notice, liquidate all investments in the Escrow Account and pay in full to PTL, on behalf of the Sellers, by wire transfer in immediately available funds, all such amounts as shall be received upon the liquidation of such investments immediately upon receipt of such amounts by the Escrow Agent; or (c) At the Closing, the Escrow Agent shall liquidate all investments in the Escrow Account and transfer all such amounts as shall be received upon the liquidation of such investments to the Purchase Price Bank Account, by wire transfer in immediately available funds.

Payments from the Escrow Fund. (a) If, at any time on or prior to the first anniversary of the Effective Time (the "Expiration Date"), a Parent Indemnified Party wishes to make a claim against the Escrow Fund, the Parent Indemnified Party shall deliver to the Escrow Agent a certificate of such Parent Indemnified Party, executed by an authorized officer of such Parent Indemnified Party (a "Parent Indemnified Party's Certificate"), which Parent Indemnified Party's Certificate shall: (i) state that such Parent Indemnified Party has paid or incurred a Loss for which Parent is entitled to recovery under Section 11.02(b) of the Merger Agreement (an "Indemnification Item"); (ii) state the aggregate amount of such Indemnification Item and the amount of money necessary to satisfy the Loss specified in the Indemnification Item; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item. When delivering said Parent Indemnified Party's Certificate to the Escrow Agent, the Parent Indemnified Party shall simultaneously deliver a copy of such Parent Indemnified Party's Certificate to the Shareholders' Representative. (b) If the Shareholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Parent Indemnified Party's Certificate, the Shareholders' Representative shall, within 20 Business Days after delivery by the Escrow Agent to the Shareholders' Representative of such Parent Indemnified Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Shareholders' Representative (a "Shareholders' Certificate"), (i) specifying each such amount to which the Shareholders' Representative objects; and (ii) specifying in reasonable detail the nature and basis for each such objection. When delivering said Shareholders' Certificate to the Escrow Agent, the Shareholders' Representative shall simultaneously deliver a copy of such Shareholders' Certificate to the Parent Indemnified Party. If the Escrow Agent shall not have received a Shareholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 20 Business Days of delivery to the Shareholders' Representative of a Parent Indemnified Party's Certificate specifying such Indemnification Item, the Shareholders' Representative shall be deemed to have acknowledged the correctness of the amount claimed on such Parent Indemnified Party's Certificate with respect to such Indemnification Item, and the Escrow Agen...

Payments from the Escrow Fund. (A) At the Closing, upon written request of the Buyer and the Borough, the Escrow Agent shall pay in full to the Borough in immediately available funds all such amounts in the Escrow Fund. The Buyer and Borough agree that such amount shall be credited against the Purchase Price in favor of the Buyer at the Closing. (B) In the event that the Agreement is terminated as described in Section 9.2 of the Agreement of Sale, the Buyer shall provide written notice to the Escrow Agent of such termination specifying in reasonable detail the nature and basis for such termination. The Escrow Agent shall, upon receipt of such notice, deliver a copy of such notice to the Borough’s Representative. If within ten (10) Business Days after delivery of such notice, the Escrow Agent has not received a written objection from the Borough or the Borough's Representative, the Escrow Agent shall promptly transfer the Escrow Fund to the Buyer, by wire transfer in immediately available funds. If the Escrow Agent has received an objection within the stated time period, then Escrow Agent will proceed as described in Section 5 below. (C) In the event that the Agreement is terminated as described in Section 9.1 of the Agreement, the Borough shall provide written notice to the Escrow Agent of such termination specifying in reasonable detail the nature and basis for such termination. The Escrow Agent shall, upon receipt of such notice, deliver a copy of such notice to the Buyer. If within ten (10) Business Days after delivery of such notice, the Escrow Agent has not received a written objection from the Buyer, the Escrow Agent shall promptly transfer the Escrow Fund to the Borough by wire transfer in immediately available funds. If the Escrow Agent has received an objection with the stated time period, then Escrow Agent will proceed as described in Section 5 below.

Payments from the Escrow Fund. (a) If, at any time on or prior to the Expiration Date (as defined below), a Getty Images Party shall deliver to the Escrow Agent a certificate of such Getty Images Party, executed by an authorized officer of such Getty Images Party (a "GETTY IMAGES PARTY'S CERTIFICATE"), which Getty Images Party's Certificate shall: (i) state that such Getty Images Party has paid or incurred a Loss (an "INDEMNIFICATION ITEM"); (ii) state the aggregate amount of such Indemnification Item and the number of Getty Images Shares necessary to satisfy the Loss specified in the Indemnification Item based on the Share Value; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item, including whether such Indemnification Item results from a breach of representation or warranty or covenant of PhotoDisc or a Principal Stockholder; the Escrow Agent shall, promptly upon receipt of such Getty Images Party's Certificate, deliver a copy of such Getty Images Party's Certificate to the Principal Stockholders' Representative. For purposes of this Agreement, the "EXPIRATION DATE" shall be March 31, 1999. (b) If the Principal Stockholders' Representative shall object to any amount claimed in connection with any Indemnification Item specified in any Getty Images Party's Certificate, the Principal Stockholders' Representative shall, within 15 Business Days after delivery by the Escrow Agent to the Principal Stockholders' Representative of such Getty Images Party's Certificate, deliver to the Escrow Agent a certificate, executed by the Principal Stockholders' Representative (a "PRINCIPAL STOCKHOLDERS' CERTIFICATE"), (i) specifying each such amount to which the Principal Stockholders' Representative objects and (ii) specifying in reasonable detail the nature and basis for each such objection. Promptly upon receipt of a Principal Stockholders' Certificate, the Escrow Agent shall deliver a copy of such Principal Stockholders' Certificate to the Getty Images Party. If the Escrow Agent shall not have received a Principal Stockholders' Certificate objecting to the amount claimed with respect to an Indemnification Item within 15 Business Days after delivery to the Principal Stockholders' Representative of a Getty Images Party's Certificate specifying such Indemnification Item, the Principal Stockholders shall be deemed to have acknowledged the correctness of the amount claimed on such Getty Images Party's Certificate with respect to such Indemnification Item, ...

Payments from the Escrow Fund. Payment shall be made from the Escrow Fund promptly upon Escrow Agent's receipt of, and in accordance with, written instructions signed jointly by Buyer and Seller and delivered in accordance with Paragraph 19. In order to be effectively given, any such written instructions shall refer to the particular Section of the Purchase Agreement pursuant to which Seller is indemnifying Buyer out of the Escrow Fund. Upon delivery of such written instructions to the Escrow Agent, payment may be made to Buyer, Seller or any third party designated by them therein.

Payments from the Escrow Fund. (a) The Escrow Fund shall be maintained and operated for the period commencing on the Closing Date and ending on the date which is the later of (i) fifteen (15) months from the Closing Date or (ii) such later date as may be required in accordance with Section 9.2(d) (the “Escrow Period”). (b) The balance of the Escrow Amount, if any, after payments or retention made in accordance with clauses (c), (d), (e) and (f) of this Section 9.2 (Payments from the Escrow Fund) shall be released to HK Funjoy from the Escrow Fund at the end of the Escrow Period, and HK Funjoy and Buyer shall, in accordance with the notification requirements of the Escrow Agreement, instruct the Escrow Agent to pay such Escrow Amount to HK Funjoy on behalf of Seller Group Warrantors. ASIA 34949044 74

Payments from the Escrow Fund. The Lock Box Agent shall release the Escrow Amount as follows: (a) Upon and only upon receipt of a joint written instruction from the Company and the Shareholders, the Lock Box Agent shall release to the Company and Shareholders, as applicable, by wire transfer of immediately available funds, the amounts specified therein to be disbursed to such parties; or (b) At least fifteen (15) days prior to, but not more than twenty (20) days prior to, the Repurchase Date, the Company shall deliver to the Shareholders a certificate executed by its Chief Financial Officer describing (i) all issuances of Common Shares purchased by investors pursuant to the Offering, (ii) all amounts it received from the assumption any debt obligations or the issuance and/or sale of debt or debt securities after the Closing and (iii) any stock splits, dividends, subdivisions, combinations, reclassifications or other similar transaction in accordance with Section 6.1 of the Subscription Agreement on or prior to the Repurchase Date. At least ten (10) days prior to the Repurchase Date, [Shareholder’s Name], a Shareholder (“XXX”), will prepare, or cause to be prepared, and deliver to the Company a calculation of the Total Shareholder Distribution Proceeds (defined below) and the Company will deliver such calculation to each Shareholder. The Total Shareholder Distribution Proceeds shall be calculated by multiplying (i) the total number of Common Shares sold by the Company in connection with the Offering by (ii) the Repurchase Price. XXX’s calculation of the Total Shareholder Distribution Proceeds shall be final, conclusive and binding. On the day prior to the Repurchase Date, XXX shall notify the Lock Box Agent in writing of the Total Shareholder Distribution Proceeds. If the Lock Box Agent receives notice from a Shareholder that such Shareholder wishes to have its Shares repurchased, on the Repurchase Date, the Lock Box Agent shall release to such Shareholder, by wire transfer in immediately available funds to the account designated in Exhibit D to each Subscription Agreement or such other account as the Shareholder has designated, in accordance with each Shareholder’s Shareholder Percentage, an amount equal to the product of (i) the Total Shareholder Distribution Proceeds multiplied by (ii) such Shareholder’s Shareholder Percentage. Within five (5) business days following payment to the Shareholders pursuant to the preceding sentence, the Lock Box Agent shall release to the Company, by wir...

Payments from the Escrow Fund. (a) Immediately upon the filing of a Certificate of Merger in the office of the Secretary of State of the State of Delaware pursuant to Section 1.02 of the Merger Agreement (the "Effective Time"), the Company shall promptly notify the Escrow Agent in writing to such effect, and the Escrow Agent shall, as promptly as practicable, but in no event later than the next business day, after its receipt of such notice, liquidate all investments in the Escrow Account and pay $10,000,000 in immediately available funds to the Paying Agent, which will then distribute such amount to each of the holders of LLC Interests on a pro rata basis, and otherwise in accordance with Article One of the Merger Agreement, reflecting the number of LLC Interests held by such holders. At least 7 business days prior to the Effective Time, the Company shall deliver a written notice (which written notice may be subject to minor change at any time prior to the Closing Date) to the Paying Agent, countersigned by the respective Managers of each BCEF and Market Partners, setting forth the names and addresses of holders of LLC Interests who are entitled to receive cash consideration pursuant to the Merger, as well as the exact amount of such cash consideration each such holder is entitled to receive. Any amounts on deposit in the Escrow Account at the Effective Time in excess of $10,000,000 shall promptly be paid by the Escrow Agent to the Company in immediately available funds. (b) In the event that (i) the Effective Time has not occurred on or before June 30, 1998 or (ii) the Merger Agreement is otherwise terminated according to its terms, the Company shall promptly notify the Escrow Agent in writing to such effect, a copy of which notice shall be delivered to BCEF, Market Partners and the Pooled Preferred Negotiating Committee (as defined in the Merger Agreement), and the Escrow Agent shall, as promptly as practicable after receipt of such notice, liquidate all investments in the Escrow Account and pay all amounts to the Company in immediately available funds.

Payments from the Escrow Fund. Within two (2) Business Days following the determination of the Final Closing Statement, the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Company Transaction Expenses in accordance with Section 2.12(c) or Section 2.12(d) of the Merger Agreement, each of PubCo and the Stockholders’ Representative will execute and deliver to the Escrow Agent joint written instructions signed by PubCo and the Stockholders’ Representative (“Joint Instructions”) instructing the Escrow Agent to release not later than two (2) Business Days after such determination, the Escrow Fund to the Person(s) and in the amounts specified in such Joint Instructions in accordance with Section 2.12(f) and/or Section 2.12(h) of the Merger Agreement.

Payments from the Escrow Fund. (a) If, at any time on or prior to 11:59 p.m. California Time on the date six months following the Closing (the "Expiration Date"), (i) any Issuer Indemnified Party actually suffered or incurred a quantified Loss for which it is entitled to be indemnified under Article IX of the Exchange Agreement or (ii) (A) there has been a breach of any statement regarding the Company contained in Article II of the Exchange Agreement, a breach of any representation or warranty made by each IDM Shareholder in Article III of the Exchange Agreement or a breach of any covenant or agreement regarding the Company or by the IDM Shareholders contained in Article V or Article VI of the Exchange Agreement and (B) the Issuer Indemnified Party reasonably and in good faith believes that such breach will result in such Issuer Indemnified Party actually suffering or incurring a quantifiable Loss prior to the Estimated Loss Expiration Date (as defined below) for which it is entitled to be indemnified under Article IX of the Exchange Agreement, which Loss is not quantifiable as of the date of the Claim Certificate (as defined below) (an "Estimated Loss"), then such Issuer Indemnified Party shall deliver to the Escrow Agent and the Shareholder Representative a certificate (a "Claim Certificate"), which Claim Certificate shall: (i) state that the Issuer Indemnified Party has paid or incurred a Loss or reasonably and in good faith believes it will incur an Estimated Loss for which, in each case, it is entitled to indemnification pursuant to Article IX of the Exchange Agreement (an "Indemnification Item"); (ii) state the aggregate amount of the Loss or a good faith, non-binding estimate of such Estimated Loss made in the Claim Certificate, in each case, in U.S. dollars, and the estimated number of shares of Issuer Common Stock necessary to satisfy the Loss or Estimated Loss specified in the Indemnification Item based on the Average Closing Price as of the date of the Claim Certificate; and (iii) specify in reasonable detail the nature and amount of each individual Indemnification Item, including whether such Indemnification Item results from a breach of representation or warranty contained in Article III of the Exchange Agreement or covenant of an IDM Shareholder or a breach of any representation or warranty regarding the Company contained in Article II of the Exchange Agreement. In no event may a Claim Certificate be submitted after the Expiration Date and any Indemnification Item related ...