Performance Escrow Agreement. Purchaser's $6.0 million ▇▇▇▇▇▇▇ money deposit made with the Escrow Agent pursuant to Section 1.2 hereof (exclusive of any interest or other earnings thereon, the "Escrow Deposit") shall be distributed as directed by Purchaser or as otherwise provided for in the Performance Escrow Agreement; provided, however that the Company may object to any distribution of the Escrow Deposit if, and only if, (a) Purchaser is requesting release of the Escrow Deposit to a person other than the Company prior to the earlier to occur of (i) termination of this Agreement, (ii) the date Company shall become obligated to pay Purchaser or any of its Affiliates the Termination Amount, the Bankruptcy Termination Amount or Purchaser Expenses, (iii) December 31, 2003 or (iv) the Closing, or (b) Purchaser has materially breached its obligations to consummate the transactions contemplated by this Agreement in a manner for which the Company would be entitled to damages pursuant to Section 6.4 hereof. Any objection by the Company must specify the reason for the objection, cross referencing the appropriate provision (and/or sub-provisions hereof) and detail the amount of distributions for which the objection is being made. The Company shall not object to any withdrawal of funds except as expressly provided herein, and if the Company so improperly objects, the Company shall promptly file a notice of withdrawal of its objection to the Escrow Agent in accordance with the terms of the Performance Escrow Agreement.
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Sources: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)