Disbursement of Escrow. The Escrowed Property and Interest, if any, shall be held and disbursed by the Escrow Agent as follows:
Disbursement of Escrow. Escrow Agent shall hold the Escrow pending receipt by the Escrow Agent of (i) a fully executed original promissory note evidencing the Loan endorsed to Agent as follows: “Pay to the order of Wxxxxxx Business Credit Corporation, a division of Wxxxxxx Bank, N.A.” the (“Note”), (ii) the duplicate original fully executed Mortgage, (iii) duplicate original collateral assignment(s) of leases relating to such Mortgage, (iv) a title insurance policy(ies) as described below, (v) the personal guaranties relating to the Note, (vi) evidence of liability and property/casualty insurance containing a standard mortgagee clause naming MBC and its successors and/or assigns as their interests may appear, (vii) a valuation or appraisal of the subject premises; and (viii) fully executed assignments of items (i) – (vii) to the Agent. Items (i) – (viii) are collectively referred to herein as the “Documents”.1 Upon the issuance of a title insurance policy and endorsement by the Escrow Agent or a title insurance company acceptable to MBC (i) insuring that the Mortgage securing the Note is a first mortgage of marketable fee simple title to the premises secured under the Mortgage subject to no tax or payment delinquency and (ii) an endorsement to such title insurance policy insuring Agent as such first mortgagee (the “Title Policy”), the Escrow Agent may release the Escrow to MBC in accordance with MBC’s instructions. 1 Subject to such additional requirements as Lender may require from time to time or as additionally required by the Loan Agreement. Within 24 hours after the Escrow Agent has released the Escrow, the Escrow Agent shall send to Agent by a nationally recognized receipted overnight delivery service the Documents, which in the case of Documents to be filed or recorded, shall be the non-recorded executed duplicate originals thereof (provided that such recorded Documents shall be properly marked so as to be forwarded directly to Agent) and the Title Policy. All such correspondence shall be delivered to the Agent at: Wxxxxxx Business Credit Corporation, a division of Wxxxxxx Bank, N.A., 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Mxxxxxx X. Xxxxxx, Vice President.
Disbursement of Escrow. Draws of payment from the Punch List Escrow or Violations Escrow, as applicable, may be made from time to time from the applicable escrow based on the actual cost of the item or items completed, but in no event shall such amount exceed one hundred twenty-five percent (125%) of the budgeted amount, and the receipt by Title Company and Coach Member of a letter requesting such payment (“Release Request”), together with (a) in the case of each Release Request for disbursement of funds from the Punch List Escrow, a signed statement from Fund Member and the Project Architect (as defined in the Development Agreement) certifying that Developer has completed the applicable Punch List Work, and (b) in the case of any Release Request for disbursement of funds from the Violations Escrow, a signed statement from Fund Member that Fund Member or Developer has cured the applicable Developer Violations, which cure shall also be subject to the Coach Member’s receipt of evidence thereof from the Title Company or the Buildings Department reasonably satisfactory to Coach Member. Such Release Request must include an itemized list of all (i) Punch List Work completed and the actual costs of completing such items and (ii) Developer Violations cured and the actual costs of curing such Developer Violations. If Coach Member fails to object to the Release Request in a writing delivered to Fund Member and Title Company within five (5) business days of the date the Title Company and Coach Member receive said Release Request, the Title Company shall proceed to make the payment. In the event Coach Member objects timely and Coach Member and Fund Member have been unable to resolve their differences within five (5) business days, the matter shall be resolved, by arbitration in accordance with Article 14 of the Development Agreement. If a complete Release Request (complying with the foregoing requirements) is received by Title Company and Coach Member from Fund Member, and Coach Member fails to object thereto within two (2) business days after receipt thereof, the Title Company shall pay to Fund Member the lesser of (x) the amount budgeted for such completed Punch List Work or cured Developer Violation(s) or (y) the actual cost of the completion of such completed Punch List Work or cured Developer Violation, provided that, such amount shall not exceed 125% of the budgeted amount therefor (but , in each case, in no event more than the remaining amount of the Punch List Escrow remaining availa...
Disbursement of Escrow. At such time as a determination is made (pursuant to the provisions of Section 5.7 of the Purchase Agreement) that a Tenant has made an Overpayment, Seller shall so notify Escrow Agent (with a copy to Purchaser), stating in such notice the name and address of the Tenant and the amount to be reimbursed to such Tenant. Within five (5) days after receipt of such notice, Escrow Agent shall make the requested payment to the Tenant specified in Seller's notice out of the Escrow Amount.
Disbursement of Escrow. The $60,000 held in escrow under the Escrow Agreement shall be returned to Buyer upon Termination.
Disbursement of Escrow. The Escrowed Property and Interest, if any, shall be held and disbursed by the Escrow Agent as follows:
(a) Upon a Final Claim.
(i) If, and only if, the Litigation Claim becomes a Final Claim, upon receipt of joint written instructions from the Buyer and the Seller, the Escrow Agent shall (A) deliver the Escrowed Property as instructed therein by Buyer and Seller, and (B) deliver the Interest not previously distributed pursuant to Section 3(c), if any, to the Buyer.
(ii) If the Litigation Claim becomes a Final Claim and the Buyer and the Seller do not agree on who is entitled to the Escrowed Property, then, upon a Final Determination (as defined below), the prevailing party shall submit such Final Determination to the Escrow Agent, together with an opinion of counsel for the presenting party, reasonably satisfactory to the Escrow Agent, to the effect that such decision is a Final Determination, and the Escrow Agent shall (A) deliver the Escrowed Property as instructed in such Final Determination, and (B) deliver any Interest then held by the Escrow Agent to Buyer.
Disbursement of Escrow. The Escrowed Property and Interest, if any, shall be held and disbursed by the Escrow Agent as follows:
(a) Payment to CCRA. Subject to Section 3(c) below, on that day (the "First Due Date") which is 28 days after the end of the month in which the Closing has occurred, unless the Escrow Agent has received the Section 116 Certificate referred to below in paragraph 3(b), the Escrow Agent shall pay an amount equal to the Escrowed Property to the Receiver General of Canada on account of the income tax liability of the Buyer under subsection 116(5) of the Canadian Tax Act and shall provide proof of payment thereof to the Buyer and to the Seller, and shall pay any balance remaining in the Escrow Account to the Seller, including all Interest net of applicable withholding tax, and all the obligations of the Escrow Agent hereunder shall terminate.
Disbursement of Escrow. Upon termination of the Escrow Agreement, any amounts remaining in Escrow (the “Escrow Proceeds”) shall be distributed to Persons holding Company Common Stock as of the Closing Date, on a pro-rata basis.
Disbursement of Escrow. (a) As used in this Agreement, a "Final Determination" of the respective rights of the Parties to all or any portion of the Escrow and interest earned thereon shall mean (i) a final order which is binding upon Escrow Agent and the Parties has been entered and finally affirmed on appeal by the highest court before which such review is sought, or has become final by lapse of time or is otherwise not subject to appeal or (ii) a final decision has been rendered by an arbitrator pursuant to binding arbitration acceptable to the Parties, in either case establishing the rights of the Parties with respect to the Escrow and any interest earned thereon. Escrow Agent may rely on a certification by one of the Parties stating that a Final Determination has been rendered, which statement shall be accompanied by a written opinion of such Party's counsel to the effect that a Final Determination has been rendered.
(b) Escrow Agent shall continue to hold the Escrow until such time as the Escrow Agent shall have received (1) a joint written direction executed by the Parties or (2) a Final Determination with respect to all or such portion of the Escrow, and interest earned thereon. Escrow Agent shall then distribute all or such portion of the Escrow and interest earned thereon as directed by such joint direction or Final Determination, as the case may be.
(c) Notwithstanding any provision hereof to the contrary, Escrow Agent shall have the right at any time to file a suit in interpleader, and/or deposit the Escrow in a court of competent jurisdiction, and in either such case, it shall thereupon be fully released and discharged from all further obligations to perform any and all duties or obligations imposed upon it by this Agreement.
Disbursement of Escrow. Upon confirmation that the Shares have been delivered to the Purchaser's Account in accordance with the terms and conditions of the Purchase Agreement, the Escrow Agent shall immediately disburse the Cash Consideration by wire transfer to the account designated on Exhibit C to the Purchase Agreement. Escrow Agent shall continue to hold the Escrow Consideration in escrow until authorized hereunder to deliver the same or any portion thereof in accordance with this section. Within ten (10) days after the date on which the Section 16(b) Action (as defined in the Purchase Agreement) is finally settled, adjudicated or otherwise resolved, with no further appeal permitted to be taken (including as a result of the expiration of any applicable appeal period), Bluegreen shall give notice to the Escrow Agent that it is asserting a claim (the "Claim") for the amount of Escrow Consideration that Bluegreen has determined is reasonably required in order to secure payment of the Section 16(b)
