Disbursement at Closing Sample Clauses

Disbursement at Closing. At Closing, Escrow Agent shall disburse the Xxxxxxx Money to Seller or to any other Person to whom Purchaser and Seller jointly direct the Xxxxxxx Money to be disbursed by providing written notice to Escrow Agent.
AutoNDA by SimpleDocs
Disbursement at Closing. Subject to Sections 4, 5 and 6 hereof, Escrow Agent shall, at Closing, deliver the Fund as directed by the Purchaser.
Disbursement at Closing. At the Closing, the Purchaser shall pay to the Company $700,000 of the purchase price of the Notes (less any expenses of the Purchaser under Section 10.2(a) hereof in an amount not to exceed $75,000) by wire transfer to a bank account designated by the Company.
Disbursement at Closing. At each Closing, a portion of the Deposit shall be disbursed to Seller, pro rata, in accordance with the Property Allocations of the Real Properties being transferred to Buyer at such Closing, and such disbursement shall be applied against the Closing Cash Payment to be paid to Seller at such Closing; provided, that in no event shall the aggregate amount of the Deposit to be disbursed to Seller at the First Closing and the Second Closing exceed forty million dollars ($40,000,000); provided further that if, as of the Third Closing, the then-remaining Deposit exceeds the Closing Cash Payment to be paid at the Third Closing, then the Deposit Escrow Agent shall only disburse to Seller a portion of the then-remaining Deposit in an amount equal to the Closing Cash Payment to be paid at the Third Closing, and any excess of the then-remaining Deposit thereover shall be disbursed to Buyer at the Third Closing. At each Closing, Buyer and Seller shall provide Escrow Agent with joint written instructions to disburse a portion of the Deposit to Seller and/or Buyer (if applicable) in such amount(s) as required by the Purchase Agreement, and, upon receipt of such instructions, Escrow Agent shall disburse a portion of the Deposit in accordance with such instructions
Disbursement at Closing. If the Closing occurs, the Deposit shall be disbursed to Parent at Closing and shall be applied against the Final Purchase Price. For the avoidance of doubt, except in accordance with the express provisions of this Agreement, the Deposit shall be held by Escrow Agent and shall not be released by the Escrow Agent unless and until the Closing occurs. Notwithstanding the foregoing, if the Closing does not occur or if the Purchase Agreement otherwise terminates prior to the Closing, the Deposit shall be disbursed as provided in Section 2(b).
AutoNDA by SimpleDocs
Disbursement at Closing. Subject to Paragraph 4 hereof, Escrow Agent shall, at Closing, apply the Exxxxxx Money Deposit to the Purchase Price to be paid by Purchaser to Seller, in accordance with the Purchase Agreement, as jointly directed by Seller and Purchaser.
Disbursement at Closing. The Closing of the transaction described in the Purchase Agreement shall occur on the Closing Date for each Hotel, as more particularly described in the Purchase Agreement. At each applicable Closing, Escrow Agent shall disburse a portion of the allocated Xxxxxxx Money, as set forth on Schedule 1 attached hereto, to Seller or to any other Person to whom Seller directs the Xxxxxxx Money to be disbursed by providing written notice to Escrow Agent.

Related to Disbursement at Closing

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • 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:

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Payments at Closing At the Closing, Buyer shall:

  • Disbursement of the Escrow Securities 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3.

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