Distributions from the Escrow Fund Clause Samples
The "Distributions from the Escrow Fund" clause defines how and when funds held in escrow are released to the entitled parties. Typically, this clause outlines the conditions that must be met before distributions occur, such as the passage of a specified time period, the resolution of claims, or the achievement of certain milestones. For example, it may specify that a portion of the escrowed funds is released to the seller after all buyer claims are settled or after a set period without disputes. The core function of this clause is to ensure that the distribution of escrowed funds is handled transparently and according to agreed-upon terms, thereby protecting the interests of both parties and reducing the risk of disputes.
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Distributions from the Escrow Fund. (a) Upon execution and delivery of this Agreement, the Seller and the Purchaser shall deliver to the lead placement agent under the Debt Offering Memorandum a written notice that the Escrow Amount and the Certificate have been delivered to the Escrow Agent pursuant to this Agreement. Furthermore, such notice shall provide that, upon the delivery by the Seller and the lead placement agent of confirmation of the closing of the Debt Offering provided for in Section 3(b) below, the Escrow Agent will disburse the proceeds of the Escrow Fund to the Seller and deliver the Certificate to the Purchaser in accordance with this Section 3. At least one full Business Day prior to the Proposed Offering Closing Date (as defined in the Joint Notice), the Seller and the Purchaser shall deliver written notice to the Escrow Agent substantially in the form attached hereto as Exhibit B with the blanks properly filled in (the "Joint Notice"), and the Escrow Agent shall, as promptly as practicable thereafter (and in any event, in time to enable the Escrow Agent to transfer the proceeds of the Escrow Fund on the Proposed Offering Closing Date as set forth in Section 3(b) below, unless the Escrow Fund is invested in a vehicle other than the BT Institutional Cash Management Fund), liquidate all investments in the Escrow Fund.
(b) On or before the Proposed Offering Closing Date, the Seller shall deliver a list of persons who will be authorized to give the Placement Agent Confirmation (as defined below) to the Escrow Agent pursuant to the next sentence. Unless the Escrow Agent receives the notice described in Section 3(c) below after the Escrow Agent receives the Joint Notice, the Escrow Agent shall, as promptly as practicable after its receipt of confirmation from the Seller and the lead placement agent (the "Placement Agent Confirmation") under the Debt Offering Memorandum (which the parties agree may be telephonic or otherwise) to the effect that all of the conditions to closing of the Debt Offering and delivery to the Seller of a minimum of an aggregate of $100 million in gross proceeds therefrom have either been satisfied or waived (other than a waiver of the impending delivery to the Seller of such proceeds), with the sole exception of disbursement of the Escrow Fund to the Seller and delivery of the Certificate to the Purchaser (and, therefore, that such placement agent then controls the delivery of proceeds from the Debt Offering to the Seller), the Escrow Agent shall: (i) pa...
Distributions from the Escrow Fund. The Escrow Agent shall make distributions of the Escrow Fund in accordance with the following:
(a) Pursuant to the procedures set forth in this Agreement and the Merger Agreement, the Escrow Agent shall distribute to Parent, a number of Escrow Shares equal to the dollar amount sought by Parent or any Parent Indemnified Parties divided by the Value Per Share in respect of all Indemnifiable Damages
Distributions from the Escrow Fund. (a) The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund, or any specified portion thereof, as follows:
(i) Pursuant to Section 3 of this Escrow Agreement.
(ii) If other than pursuant to Section 3, as determined by a final order, decree or judgment of a court of competent jurisdiction in the United States of America in a proceeding to which AHI and the Seller are parties (a "Final Decree"); or
(iii) as provided in Section 6 or 7(b) hereof relating to termination and resignation of the Escrow Agent.
(b) It is understood that the Escrow Agent may disburse any portion of the Escrow Fund without any instructions if such distribution is pursuant to Section 5(a)(ii) or 5(a) (iii).
Distributions from the Escrow Fund. The Escrow Agent is directed to hold and distribute the Escrow Fund in the following manner:
Distributions from the Escrow Fund. The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund, or any specified portion thereof, as follows:
(a) to NetOptix on April 1, 2000 and on the first day of each calendar quarter thereafter, any Escrow Income;
(b) from time to time, to the Purchaser such amounts as the Purchaser may certify to the Escrow Agent and to NetOptix, by notice substantially in the form of Exhibit A hereto (a "Notice of Claim"), it is entitled to be paid under the provisions of the Purchase Agreement; provided however, that if the NetOptix objects to the Purchaser's Notice of Claim, by written notice to the Escrow Agent and to the Purchaser given within 20 days after the Notice of Claim is given, the Escrow Agent shall continue to hold such amounts in escrow hereunder;
(c) pursuant to the joint written instructions (the "Joint Instructions") of the Purchaser and NetOptix substantially in the form of Exhibit B hereto;
Distributions from the Escrow Fund. The Escrow Agent is directed to hold and distribute the Escrow Fund in the following manner: Joint Instructions. Upon the Escrow Agent’s receipt of a Joint Instruction directing the Escrow Agent to disburse all or any part of the Escrow Fund, the Escrow Agent will release such amount from the Escrow Fund strictly in accordance with such Joint Instruction. Buyer and Majority Shareholder each agree to prepare and sign, as required from time to time, a Joint Instruction that directs the Escrow Agent to distribute cash held in the Escrow Fund pursuant to and in accordance with Section 4 of the Voting Agreement, once payments pursuant to Section 4 of the Voting Agreement are determined to be due and payable.
Distributions from the Escrow Fund. (a) The Escrow Agent shall continue to hold the Escrow Fundestablished pursuant to Section 10.1 of the Merger Agreement until it has received written direction signed by each of the Signatories notifying the Escrow Agent of the final order, judgment, decree, award after arbitration or settlement of the ▇▇▇▇▇▇ Litigation and instructing the Escrow Agent how to distribute the Escrow Fund. In addition, upon the delivery of said writing to the Escrow Agent directing the disposition of the Escrow Fund, eDiets shall release in the same manner, the Escrow Shares.
(b) With respect to any escrow established pursuant to Section 10.3 of the Merger Agreement (the Recognition GroupEscrow") the Escrow Agent shall hold the amount placed on account of the Recognition Group Claim in the Escrow Fund until it has received written direction signed by each of the Signatories notifying the Escrow Agent of the final order, judgment, decree, award after arbitration or settlement and directing the release of the Recognition Group Claim escrow funds.
(c) In the event that eDiets determines that it has a claim for indemnification pursuant to the Merger Agreement and wishes to establish an indemnification claims escrow pursuant to Section 10.2 of the Merger Agreement, it shall provide notice to the Principal Stockholders and the Escrow Agent specifying in reasonable detail the basis for its claim (a "Claim") and its estimate of the amount thereof. In such event, out of the installments of the Cash Consideration (as defined in the
Distributions from the Escrow Fund. 5.1 The Escrow Agent shall continue to hold the Escrow Fund until authorised under this Escrow Agreement to distribute the Escrow Fund, or any specified portion thereof, as follows:
(a) pursuant to clause 3 hereof;
(b) as provided in clause 6 hereof;
(c) as provided in clause 7(b) hereof; or
(d) as directed by an order, decree or judgment of a court of competent jurisdiction.
5.2 It is agreed that the Escrow Agent may disburse any portion of the Escrow Fund without any instructions if such distribution is pursuant to clause 5.1(b), 5.1(c) or 5.1(d) hereof.
Distributions from the Escrow Fund. The Escrow Agent shall make distributions from the Escrow Fund in satisfaction of the requirements of Exhibit “A” to the Note.
Distributions from the Escrow Fund. Distributions from the Escrow Fund shall be made to the Shareholders Agent Committee, for the benefit of the Matrix Shareholders, as follows:
(a) $5,000,000 million, less the amount of (i) any Covered General Damages that have been deducted from the Escrow Fund before the first anniversary of the Effective Time, (ii) any Covered General Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim), (iii) any Covered IP Damages that have been deducted from the Escrow Fund before the first anniversary of the Effective Time, (iv) any Covered IP Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim), as of the first anniversary of the Effective Time, and (v) any Covered IP Damages with respect to Covered License Fees not yet due and payable, shall be paid out on the fifth Business Day after the first anniversary of the Effective Time:
(b) $5,000,000 less the amount of (A) any Covered General Damages that have been deducted from the Escrow Fund after the first anniversary and before the second anniversary of the Effective Time, (B) any Covered General Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim) as of the second anniversary of the Effective Time, without duplication of amounts otherwise then being withheld from distribution, (C) any Covered IP Damages that have been deducted from the Escrow Fund after the first anniversary and before the second anniversary of the Effective Time, (D) any Covered IP Damages subject to a Pending Claim (in the amount reasonably estimated by an Immucor Protected Party with respect to such Pending Claim) as of the second anniversary of the Effective Time, without duplication of amounts otherwise then being withheld from distribution, and (E) any Covered IP Damages with respect to Covered License Fees not yet due and payable, as reasonably estimated by Immucor, without duplication of amounts otherwise then being withheld from distribution, shall be paid out on the fifth Business Day following the second anniversary of the Effective Time; and
(c) The balance of the Escrow Fund less the amount of (A) any Covered General Damages that have been deducted from the Escrow Fund after the second anniversary and before the third anniversary of the Effective Time, (B) any Covered General Damages subje...