to the Escrow Agent. Buyer’s recourse to the Escrow Fund shall be without prejudice to any and all other remedies Buyer may have pursuant to this Article X or otherwise. Buyer’s remedies for Losses shall not be limited to the assets comprising the Indemnity Escrow Fund. Following the date that is one (1) year following the Closing Date, Seller shall be entitled to receive the remaining portion of the Escrow Fund, if any, as determined in accordance with the Escrow Agreement.
to the Escrow Agent. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement. The parties agree and acknowledge that ACSYS's recourse to the Escrow Deposit shall be without prejudice to any and all other remedies ACSYS may have pursuant to this Article X or otherwise. ACSYS's remedies for Damages shall not be limited to the assets comprising the Escrow Deposit
to the Escrow Agent. The Buyer Claim Notice shall briefly state the basis for the Buyer Claim and the dollar amount thereof. Upon receipt of a Buyer Claim Notice, the Escrow Agent shall promptly deliver a copy of such notice to the Sellers' Agents.
to the Escrow Agent. The Escrow Agent shall deposit the Escrow Shares into the Escrow Fund (as defined in Section 7.2(b)) for the purposes of securing the indemnification obligations set forth in Article VII of this Agreement. The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent. The Escrow Fund shall be held by the Escrow Agent for a period of one year from the Closing Date (the "Escrow Period"); provided, however that in the event any Indemnitee has made a claim under Article VII prior to the end of the Escrow Period, then the Escrow Period shall continue until such claim is fully and finally resolved. Distributions of any Escrow Shares from the Escrow Fund shall be governed by the terms and conditions of the Escrow Agreement. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Fund as collateral to secure the rights of the Indemnitees under Article VII in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representative as the representative under the Escrow Agreement of the Company Stockholders receiving Merger Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).
to the Escrow Agent. (1) At the Closing, Seller, C-COR and Purchaser shall deliver executed counterparts of the Escrow Agreement to the Escrow Agent.
to the Escrow Agent a duly executed Escrow Agreement and stock certificates, with stock powers attached, representing the shares of Common Stock to be deposited with the Escrow Agent to secure payment of any amounts due pursuant to the guaranty set forth in the Guaranty Agreement and pursuant to the indemnification obligation set forth in Section 11.2 of this Agreement.
to the Escrow Agent. The Yankee Companies, Inc. Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxx Xxxxxx, President Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail xxxxxxxxxx@xxxxxx.xxx or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth.
to the Escrow Agent. The certificate for the Second Payment shall be issued as of April 1, 1999, shall be deposited in the Escrow Fund and shall be held by the Escrow Agent for each of the Former Avid Stockholders in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled to receive from the aggregate of the First Payment and the Second Payment pursuant to Section 1.7 of the Agreement by virtue of such holder's ownership of outstanding shares of Company Capital Stock immediately prior to the Effective Time, and assuming for the purposes of such allocation that the holders of all Assumed Options and the holders of all Assumed Warrants were the holders of the number of shares of the Company Common Stock that would have been issued had all of the Assumed Options and all of the Assumed Warrants been exercised in full immediately prior to the Effective Time (assuming that the exercise price was paid in cash). The Second Payment shall not be subject to claims against the Escrow Fund by Triangle for Losses pursuant to Section 7.2 of the Agreement, except for Losses, if any, identified in Subsection 7.2(a)(iv) of the Agreement. Subject to the receipt of an Agent Certificate, in form acceptable to Triangle, pursuant to Section 1.7(d)(i) of the Agreement with respect to the distribution of the Second Payment, the Second Payment shall be distributed from the Escrow Account within seventy-five (75) days after the expiration of the thirty (30) month period set forth in Section 1.6(b)(ii)(B) of the Agreement. Triangle shall be entitled to rely without investigation on the accuracy of the information set forth in such Agent Certificate.
to the Escrow Agent. On the date hereof, each Seller will deliver to the Escrow Agent a certificate or certificates representing the Shares owned by such Seller. Each of the certificates shall be duly endorsed for transfer or accompanied by appropriate stock powers duly executed, in either case in favor of Buyer, and each certificate shall have all necessary stock transfer tax stamps affixed thereto at the expense of the Sellers (together, the "Escrow Shares").
to the Escrow Agent. The Termination Notice shall (a) identify the Agreement and this Escrow Agreement; (b) specify that the Agreement has terminated for reason other than a Condition of Release; (c) identify the AMR system Production File; and (d) demand delivery of the AMR system Production File to Telematics.
