Disposition of Escrowed Funds Sample Clauses

Disposition of Escrowed Funds. (a) Each of Buyer and Sellers' Representatives shall only make claims for payment out of a Seller's Escrowed Funds, and the Escrow Agent shall only make payment out of a Seller's Escrowed Funds, in accordance with the following procedures and under the following circumstances:
Sample 1Sample 2
AutoNDA by SimpleDocs
Disposition of Escrowed Funds. (i) If Purchaser terminates this Agreement in accordance with the terms of this Agreement, Purchaser shall comply with Purchaser’s obligations under Section 6.03(d) below respecting the assignment or return, respectively, of due diligence materials then Purchaser shall be entitled to the immediate return of the Escrowed Funds together with all interest accrued thereon.
Sample 1
Disposition of Escrowed Funds. From time to time, ScoPac may direct the Escrow Agent to disburse Escrowed Funds as directed by it (whereupon such funds shall no longer constitute Escrowed Funds) by delivery to the Escrow Agent of a certificate in the form attached hereto as Annex 2 (a "Disbursement Request"). In the event that, in order to comply with a Disbursement Request, investments of Escrowed Funds made at the direction of Salmon Creek must be liquidated, the Escrow Agent shall notify Salmon Creek and request that Salmon Creek arrange for the liquidation of the applicable investment, whereupon the Escrow Agent will release the certificates or instruments evidencing ownership of the investments to be sold against delivery to the Escrow Agent by the Investment Manager of the sale proceeds of such liquidated investments. If Salmon Creek shall fail to promptly comply with the preceding sentence, the Escrow Agent shall sell the investments itself in order to satisfy such Disbursement Request and, to the extent it is unable to sell such investments and additional funds are required, the Escrow Agent shall, subject to Section 5(k) hereof, request instructions from a court of competent jurisdiction and shall liquidate or deliver for liquidation such investments in accordance with such instructions once received. As soon as practicable after receipt by the Escrow Agent of the proceeds of the sale of such investment, the Escrow Agent shall deliver such Escrowed Funds as and to the extent directed in such Disbursement Request.
Sample 1
Disposition of Escrowed Funds. (a) Upon request by Seller, Buyer and Seller will jointly instruct the Escrow Company to pay to PETsMART the Escrowed Funds, or so much thereof as Seller in its discretion shall specify in its request to Buyer.
Sample 1
Disposition of Escrowed Funds. (a) If an amount is payable to Purchaser pursuant to Section 1.04(c) of the Stock Purchase Agreement, Purchaser and the Principal Seller shall jointly give notice to Escrow Agent stating that the Adjusted Cash Consideration has been determined in accordance with Section 1.04 of the Stock Purchase Agreement and specifying the amount payable in cash to Purchaser. Immediately following the receipt of such notice, Escrow Agent shall pay to Purchaser the cash amount so specified from the Escrowed Cash, up to a maximum amount of [REDACTED]. From time to time on or before the [REDACTED] anniversary of the Closing Date (it being understood and agreed that, in accordance with Section 6 hereof and Section 7.05 of the Stock Purchase Agreement, further clarifications may be made after such [REDACTED] anniversary with respect to matters as to which notice of a Claim or prospective Claim has been made on or before such date), Purchaser may give notice (a “Notice”) to Principal Seller and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) that any Purchaser Indemnitee may have under Section 7.01(a) or Section 7.02 of the Stock Purchase Agreement. Each Purchaser Indemnitee may make more than one Claim with respect to any underlying state of facts. Following receipt of a Notice in accordance with Section 2(b), Principal Seller shall have 20 Business Days from the date the Escrow Agent receives the Notice to make such investigation of the Claim as Principal Seller deems necessary or desirable. For purposes of such investigation Purchaser shall, upon request, promptly make available to Principal Seller all the material information then in its possession relied upon by Purchaser to substantiate the Claim. If Principal Seller gives notice to Purchaser and Escrow Agent disputing any Claim (a “Counter Notice”) within 20 Business Days following receipt by Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as provided in Section 3(f). If no Counter Notice is received by Escrow Agent within such 20 Business Day period, then the dollar amount of damages claimed by Purchaser Indemnitee as set forth in the Notice given by Purchaser shall be deemed established for purposes of this Agreement and the Stock Purchase Agreement and, at the end of such 20 Business Day period, Escrow Agent shall pay to Purchaser on the next Business Day the dollar amount claimed in the Notice from (and only to the extent of) the Escrow...
Sample 1
Disposition of Escrowed Funds. (a) If an amount is payable to Parent pursuant to Section 1.4(c) of the Purchase Agreement, Parent and Seller shall jointly give notice to Escrow Agent stating that the Adjusted Cash Consideration has been determined in accordance with Section 1.4 of the Purchase Agreement and specifying the euro amount payable to Parent. Immediately following the receipt of such notice, Escrow Agent shall pay to Parent the euro amount so specified from the Escrowed Funds, up to a maximum amount of [Redacted].
Sample 1
Disposition of Escrowed Funds 
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to Disposition of Escrowed Funds

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Investment of Escrowed Funds Upon collection of each check by the Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • 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.

  • 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.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

Time is Money Join Law Insider Premium to draft better contracts faster.