Distribution of Escrow Clause Samples

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Distribution of Escrow. On or before the fifth (5th) Business Day following the first (1st) anniversary of the Closing Date, the Escrow Agent will release and deliver from the Indemnification Escrow Account, by wire transfer of immediately available funds to the Exchange Agent (in the case of holders of Company Capital Stock) and Parent’s or the Surviving Company’s, as applicable, payroll administrator (in the case of holders of Company Options and participants in the Transaction Bonus Pool), for further distribution to the Holders in accordance with their Pro Rata Shares and subject to prior compliance with the requirements, conditions and procedures set forth in -96-
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Distribution of Escrow. On or before the fifth (5th) Business Day following the first (1st) anniversary of the Closing Date, the Escrow Agent will release and deliver from the Indemnification Escrow Account, by wire transfer of immediately available funds to the Exchange Agent (in the case of holders of Company Capital Stock) and Parent’s or the Surviving Company’s, as applicable, payroll administrator (in the case of holders of Company Options and participants in the Transaction Bonus Pool), for further distribution to the Holders in accordance with their Pro Rata Shares and subject to prior compliance with the requirements, conditions and procedures set forth in Section 2.9, that portion of the Indemnification Escrow Account then remaining in the Indemnification Escrow Account, if any, in excess of any amounts in the Indemnification Escrow Account reserved in respect of pending and unresolved claims pursuant to this Agreement, including for indemnification which have been submitted pursuant to this Article IX. The Escrow Agent shall continue to hold any amounts remaining in the Indemnification Escrow Account following such distribution in accordance with the Escrow Agreement until the claims underlying the amounts held in the Indemnification Escrow Account are resolved in accordance with the procedures set forth in this Section 9.3, and shall distribute any amounts remaining in the Indemnification Escrow Account in accordance with this paragraph upon final resolution of such claims.
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Distribution of Escrow. SHARES PRIOR TO OCTOBER 1, 1999. If an EA Valuation Event, defined below, occurs prior to October 1, 1999 where the Cyrk EA Implied Common Share Value, defined below, exceeds $8,200,000, then the Escrow Shares shall be returned to GPLP.
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Distribution of Escrow. Within five (5) Business Days of the expiration of the Indemnification Period, pursuant to the terms of the Escrow Agreement, the Escrow Agent will release to the Exchange Agent an amount (if positive) equal to (i) the balance of the Escrow Fund on such date, less (ii) the aggregate amount of all Adverse Consequences specified in any then-unresolved indemnification claims (a “Pending Claim”) made by any Buyer Indemnitees pursuant to Article 8 (such amount, “Pending Claims Amount”) which Pending Claims Amount shall remain in the Escrow Fund until the Pending Claim(s) is resolved pursuant to this Article 8. After the Indemnification Period, within five (5) Business Days after any Pending Claim has been resolved and satisfied, Buyer and Representative shall, pursuant to the terms of the Escrow Agreement, deliver a joint written instruction to the Escrow Agent to release out of the Pending Claims Amount an amount (if positive) equal to (i) the funds remaining in the Pending Claims Amount at such time, less (ii) the aggregate amount of all Adverse Consequences specified in any remaining Pending Claim.
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Distribution of Escrow. SHARES AS OF OCTOBER 1, 1999. If prior to October 1, 1999, there has not been an EA Valuation Event which results in a Cyrk EA Implied Common Share Value exceeding $8,200,000, then Cyrk and Grant shall mutually agree on the value of the Cyrk EA Common Shares as of October 1, 1999 and if the agreed amount exceeds $8,200,000, then the Escrow Shares shall be returned to GPLP. Otherwise, the Escrow Shares shall be delivered to Cyrk. If Cyrk and Grant cannot agree on the valuation of the Cyrk EA Common Shares, they shall submit the matter to binding arbitration in accordance with Section 12 of this Agreement.
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Distribution of Escrow. If the Buyers agree (or are deemed to have agreed) that the IVIP Escrow representing in value all of the Claimed Amount may be released by the Escrow Agent to Seller, the Escrow Agent shall, promptly following the earlier of the required delivery date for the Response Notice or the delivery of the Response Notice, distribute to Seller the IVIP Escrow representing in value an amount equal to the Claimed Amount (or the balance of IVIP Escrow held by the Escrow Agent in the event that the value of such IVIP Escrow is less than the Claimed Amount).
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Distribution of Escrow 
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Related to Distribution of Escrow

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Compensation of Escrow Agent Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit B, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for Escrow Agent's services as contemplated by this Make Good Agreement; provided, however, that in the event that Escrow Agent renders any material service not contemplated in this Make Good Agreement, or there is any assignment of interest in the subject matter of this Make Good Agreement, or any material modification hereof, or if any material controversy arises hereunder, or Escrow Agent is made a party to any litigation pertaining to this Make Good Agreement, or the subject matter hereof, then Escrow Agent shall be reasonably compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. Prior to incurring any costs and/or expenses in connection with the foregoing sentence, Escrow Agent shall be required to provide written notice to the Company of such costs and/or expenses and the relevancy thereof and Escrow Agent shall not be permitted to incur any such costs and/or expenses which are not related to litigation prior to receiving written approval from the Company, which approval shall not be unreasonably withheld.

  • Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

  • Remuneration of Escrow Agent The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.