Disbursement of Escrow Account. (a) Subject to paragraphs (b), (c) and (d) below, the Escrow Agent is hereby authorized and directed to disburse to the Sellers all of the funds in the sub-Escrow Accounts, plus the income or interest earned thereon, if any, less an amount equal to the aggregate amount of Outstanding Claim Amounts, on [two years from closing date], 2012 (the “Escrow Release Date”) pursuant to written instructions from Sellers’ Representative which may be in the form of an excel spreadsheet (in a format acceptable to the Escrow Agent) that shall include each Seller’s name, address, taxpayer identification number, payment instruction and payment amount that indicates the disbursement amount for each Seller from each sub-Escrow Account. Disbursements pursuant to this Section 3 shall be made promptly (and in any event within five (5) business days) following the Escrow Release Date. For purposes of this Agreement, an “Outstanding Claim Amount” means the aggregate amount of Damages (as defined in the applicable Purchase Agreement under which such Claim is being sought) which is set forth in a Claim (as defined below) delivered to the Escrow Agent and the Sellers’ Representative prior to the Escrow Release Date and with respect to which and to the extent that it remains unresolved and no distribution has been made prior to the Escrow Release Date pursuant to this Section 3. Outstanding Claim Amounts shall be distributed to the Sellers and/or to Buyer, as is appropriate, upon the final resolution of such Outstanding Claim Amounts (notwithstanding that such final resolution shall not have occurred until after the Escrow Release Date) as evidenced by (A) joint written instructions from the Sellers’ Representative and Buyer as to the disposition of the Outstanding Claim Amount or (B) an order of a court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal (which shall also be sent to Buyer and Sellers’ Representative, as applicable, by the party providing such final, nonappealable order to the Escrow Agent); provided, however, that any Outstanding Claim Amounts which may be finally resolved in favor of the Sellers prior to the Escrow Release Date shall not give rise to any distribution to the Sellers or the Sellers’ Representative prior to the Escrow Release Date. Upon receipt of any such instructions or order, the Escrow Agent shall disburse an amount of funds equal to the Outstanding Claim Amount in accordance therewith, provide...
Disbursement of Escrow Account. Subject to Section 11 hereof concerning Termination, upon the receipt of a disbursement request in the form set forth on Exhibit A hereto, signed jointly by duly authorized representatives of the RDC, FDC, and Developer, as identified on Exhibit B, the Escrow Agent shall disburse funds from the Escrow Account solely for the purposes of the payment (or reimbursement for the prior payment by the Developer) of the costs of certain permitted expenditures as set forth in the Economic Development Agreement and the disbursement request. The Escrow Agent has no duty to verify the propriety of the jointly requested disbursement.
Disbursement of Escrow Account. The Parties agree that the Escrow Account is available to satisfy the Merger Securityholders’ indemnification obligations set forth in Section 10 of the Merger Agreement. On the next successive business day after the Claims Deadline (as defined below), the Escrow Agent shall release all of the Escrow Account to Exchange Agent for the benefit of the Merger Securityholders, less any unresolved Dispute Amounts (as defined below) and any amounts previously released in accordance with Section 5 hereof.
Disbursement of Escrow Account. Escrow Agent will make the following disbursements to Purchaser and Seller on the first day of each month.
(a) To Seller, the sum of Twenty One Thousand Seven Hundred Thirty Five and 34/100 Dollars ($21,735.34).
(b) To Purchaser, the amount remaining in the Escrow Account after the payment to Seller as set forth above; provided, however, that Escrow Agent may retain a sufficient amount in the Escrow Account in order to keep the account open.
Disbursement of Escrow Account. Until the occurrence of an Event of Default and the giving of notice thereof by the Director to Escrow Agent, only the Director or his designee shall have the right to withdraw, at such times and in accordance with such arrangements as the Director and the Escrow Agent shall agree from time to time, any and up to all sums credited to the Escrow Account for payments of assessments for workers’ compensation, state fees, and claims payments for workers’ compensation to
Disbursement of Escrow Account. The Escrow Account shall be held and disbursed by the Escrow Agent; provided, however, that the Escrow Agent shall not disburse any Escrow Funds from the Escrow Account unless and until the Escrow Agent has received written instruction, signed by the Collateral Agent, to do so. Disbursements from the Escrow Account by the Escrow Agent hereunder may be made by bank certified, cashier’s or Escrow Agent’s trust account check or by wire transfer.
Disbursement of Escrow Account. The Escrow Amount shall only be distributed and released as follows:
Disbursement of Escrow Account. Subject to Section 2.12, within five (5) business days after the Working Capital becomes final, Parent and Stockholders’ Representative shall jointly instruct the Escrow Agent to pay to the Parent the amounts due Parent under and pursuant to Sections 2.12 and 2.13 and following such payment release and disburse from escrow any amounts then remaining from the Working Capital Escrow Amount to the Stockholders Representative for distribution to the Stockholders in accordance with Article 10.
Disbursement of Escrow Account. If pursuant to the provisions of Section 2.3 of the Purchase Agreement, Vertex claims entitlement to the Shares as contemplated under Section 2.3 of the Purchase Agreement, Vertex shall give written notice to each of Escrow Agent and Finmek stating the basis for its entitlement under the Purchase Agreement ("Vertex's Notice"). Finmek shall have five (5) Business Days after receipt of the copy of Vertex's Notice to deliver written notice to each of Escrow Agent and Vertex objecting to the release of the Shares to Vertex ("Finmek Objection Notice"). If Escrow Agent does not receive the Finmek's Objection Notice on or prior to 5:00 p.m. on the fifth (5th) Business Day following receipt of the Vertex's Notice, Escrow Agent shall deliver the Shares to Vertex.
Disbursement of Escrow Account. If pursuant to the provisions of Section 2.3. of the Purchase Agreement, Vertex claims entitlement to the Shares or the Cash Deposit, as the case may be, as contemplated under Section 2.3 of the Purchase Agreement, Vertex shall give written notice to each of Escrow Agent and Finmek stating the basis for its entitlement under the Purchase Agreement ("Vertex's Notice"). Finmek shall have five (5) Business Days after receipt of the copy of Vertex's Notice to deliver written notice to each of Escrow Agent and Vertex objecting to the release of the Shares or the Cash Deposit, as the case may be, to Vertex ("Finmek's Objection Notice"). If Escrow Agent does not receive the Finmek's Objection Notice on or prior to 5:00 p.m. on the fifth (5th) Business Day following receipt of the Vertex's Notice, Escrow Agent shall deliver the Shares or the Cash Deposit, as the case may be, to Vertex. If alternatively, Finmek claims entitlement to the Cash Deposit, Finmek shall give written notice to each of Escrow Agent and Vertex, stating the basis for its entitlement under the Purchase Agreement ("Finmek's Notice"). Vertex shall have five (5) Business Days after receipt of the copy of Finmek's Notice to deliver written notice to each of Escrow Agent and Finmek objecting to the release of the Cash Deposit to Finmek ("Vertex's Objection Notice"). If Escrow Agent does not receive Vertex's Objection Notice on or prior to 5:00 p.m. on the fifth (5th) Business Day following receipt of Finmek's Notice, Escrow Agent shall deliver the Cash Deposit to Finmek.
