Delivery of Escrowed Funds Sample Clauses

Delivery of Escrowed Funds. Subject to the terms set forth in ARTICLE XII of the Purchase Agreement, if at any xxxx Xxxxxx or Buyer shall claim that it is entitled to payment of all or a portion of the Escrowed Funds pursuant to the terms set forth in the Purchase Agreement (a "Right of Payment"), such party shall give notice of such Right of Payment (the "Notice of Payment") to the other party and the Escrow Agent. The Notice of Payment shall be an affidavit describing the event or circumstances giving rise to the Right of Payment, specifying the amount of the Escrowed Funds requested and certifying that the Notice of Payment is being submitted in good faith. If Escrow Agent shall have received a Notice of Payment, Escrow Agent shall promptly deliver a copy thereof to the other party hereto. Within fifteen (15) business days ("Dispute Period") after delivery by Escrow Agent of a copy of such Notice of Payment to such other party, such other party may deliver to Escrow Agent a written notice (the "Notice of Dispute") disputing the request for payment of Escrowed Funds stated in the Notice of Payment. The Notice of Dispute shall be an affidavit specifying the amount being disputed (the "Disputed Amount"), describing in reasonable detail the reasons for such dispute and certifying that the Notice of Dispute is being submitted in good faith. If Escrow Agent has not received a Notice of Dispute prior to the expiration of Dispute Period referred to above, then Escrow Agent shall immediately pay to such requesting party, by check or wire transfer of immediately available funds, the full amount of the Escrowed Funds requested in the Notice of Payment. If Escrow Agent has received a Notice of Payment during the Dispute Period which disputes in part the request for payment of Escrowed Funds stated in the Notice of Payment, then Escrow Agent shall, following receipt of such notice of claim, immediately pay to such requesting party, by check or wire transfer of immediately available funds, the amount, if any, of Escrowed Funds requested in the Notice of Payment which is in excess of the Disputed Amount. If Escrow Agent receives a Notice of Dispute, Escrow Agent shall promptly deliver a copy of the Notice of Dispute to the other party hereto, and shall not deliver all or the portion of the requested amount of Escrowed Funds set forth in the Notice of Payment constituting the Disputed Amount until Escrow Agent shall have received one of the following:
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Delivery of Escrowed Funds. At Closing, Seller shall deposit with Escrow Agent from Seller’s Closing proceeds the Escrowed Funds to be held in the Escrow Account. The Escrowed Funds shall be held by Escrow Agent in the Escrow Account subject to the terms and conditions set forth herein. The Escrowed Funds shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Escrow Agent shall notify Purchaser and Seller upon Escrow Agent’s receipt of the Escrowed Funds and shall deposit all such funds hereunder in a separate interest-bearing account at: Bank: Comerica Bank, N.A. Address: 000 X. 0xx Xxxxxx, Xxx. 0000 Xxxxxx, XX 00000 ABA#: Account Name:
Sample 1
Delivery of Escrowed Funds. The "Closing Escrowed Funds" comprise a portion of the Escrowed Funds, as defined in the Escrow Agreement, in the sum of the Closing Date Claims and Bar Date Claims, as defined in the Purchase Agreement, totaling $41,412.00. The Escrow Agent is in possession of the Escrowed Funds and the Closing Escrow Agent hereby acknowledges constructive receipt of the Closing Escrowed Funds
Sample 1
Delivery of Escrowed Funds. At Closing, pursuant to the Stock -------------------------- Purchase Agreement, the Buyer shall pay the Initial Escrow Amount by wire transfer of immediately available funds to an account specified in writing by the Escrow Agent. The Escrowed Funds shall thereafter be maintained by, and shall be under the exclusive dominion and control of the Escrow Agent and shall be paid out by the Escrow Agent only in accordance with the provisions of this Escrow Agreement.
Sample 1
Delivery of Escrowed Funds. At Closing, Escrow Agent shall disburse the Escrowed Funds from the Closing escrow into the Escrow Account. The Escrowed Funds shall be held by Escrow Agent in the Escrow Account subject to the terms and conditions set forth herein. The Escrowed Funds shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Escrow Agent shall notify Buyer and Seller upon Escrow Agent’s receipt of the Escrowed Funds and shall deposit all such funds hereunder in a commingled account (unless a W-9 and investment directions have been provided by Buyer, in which case such funds shall be deposited in segregated, interest-bearing account) at: Bank: Bank of America, N.A. Address: 000 Xxxxxxxx Xxxx Xxxx, XX 00000 ABA#: 000000000 Account Name: Chicago Title and Trust Company, Loop Acct #: 5800038704
Sample 1
Delivery of Escrowed Funds. Unless (and to the extent that) the Escrow Agent has received written notice from the Purchaser that a disagreement within the meaning of Section 8 exists between the Purchaser and the Seller, as to the Seller's right to obtain all or part of the Escrowed Funds, the Escrow Agent shall deliver to Seller the Escrowed Funds (or such lesser amount as Seller may specify), on the tenth (10th) business day following the Seller's presentation on or after October ___, 2000, to the Escrow Agent of (i) a written request for delivery of the Escrowed Funds indicating to whom delivery should be made, and (ii) proof of its having given, on or after October ___, 2000, written notice to Purchaser of its intent to obtain delivery of the Escrowed Funds together with the facts supporting its claim that it is entitled to the delivery of the Escrowed Funds or such lesser amount and describing the basis on which such claim is made.
Sample 1
Delivery of Escrowed Funds. At the Closing, SI pursuant to the terms of the Purchase Agreement will deliver to the Escrow Agent the Escrowed Funds by wire transfer to the account designated by the Escrow Agent (the "Escrow Account"), to be held pursuant to the terms of this Agreement until disbursed as provided in Sections 3 and 4 below. The Escrow Agent shall notify SI and Fluorometrix of the Escrow Account number upon opening the account. The Escrowed Funds shall be deposited into an interest-bearing sub-escrow account with First Republic Bank (or such other bank at which the Escrow Agent maintains its primary banking relationship).
Sample 1
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Related to Delivery of Escrowed Funds

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • 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.

  • 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.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • 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.

  • Release of Escrow Shares The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • 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.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • 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 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.

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