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 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. (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 “
Disbursement of Escrow Account. Escrow Agent will make the following disbursements to Purchaser and Seller on the first day of each month.
Disbursement of Escrow Account. (a) If Buyer Parent seeks payment from the Escrow Amount on account of the indemnification obligations of Seller to Buyer under Article VI of the Purchase Agreement, Buyer Parent shall deliver a written notice (a “Buyer Parent Claim Notice”) to the Escrow Agent, with a copy to Seller, stating (i) in reasonable detail the basis for its claim for payment and (ii) the amount of such claim.
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 employees, should the Director deem it necessary. Upon the occurrence of an Event of Default and the giving of notice thereof by the Director to Escrow Agent (the Escrow Agent may accept and rely on a signed fax) any and up to all sums held in the Escrow Account shall be paid, pursuant to the written instructions of the Director delivered from time to time to the Escrow Agent, to or for the benefit of such employees of (as defined in the Act) as may be entitled to compensation pursuant to the provisions of the Act. Upon termination of this Agreement, all sums then remaining in the Escrow Account shall be paid to . No payment shall be made from the Escrow Account except in accordance with the provisions of this Section.
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. (a) The Escrow Agent is authorized by the Company and Purchaser to disburse the Escrow Amount only as follows:
Disbursement of Escrow Account. The purpose of the Escrow Account is to hold the funds of the subscribers. Upon written notice by the bank regulatory authorities that the Peoples Bank of Scott County (the "Bank") is approved to commence operating as a xxxx and the Corporation is approved to acquire the Bank, the Escrow Agent will deliver all amounts in the Escrow Account to the Corporation, less any fees due to Escrow Agent. If requests are made to make payments that are greater than the amount in the Escrow Account, notice of any deficiency will be given by the Escrow Agent to the Corporation, and the Escrow Agent will not make any payments until either the deficiency is eliminated or specific written instructions are received from the Corporation on paying out the remaining funds. After the initial distribution to the Corporation, subsequent subscriptions may be paid directly to the Corporation.
Disbursement of Escrow Account. Any remaining funds in the Escrow Account shall be paid to Sinclair only after but promptly after (i) the Corrective Work has been completed (as determined in accordance with Section 15.M), (ii) Xxxxx Tulsa has been reimbursed for any Corrective Costs it reasonably incurred, including, but not limited to costs due to Seller’s non-performance of the Corrective Work and/or non-payment of the Corrective Costs, and (iii) all Economic Damages, if any, have been paid to Xxxxx Tulsa. The Parties agree to direct the Escrow Agent to make the payments contemplated herein.
Disbursement of Escrow Account. The Company shall deliver to the Escrow Agent a notice (an “Effective Date Notice”), certifying that the conditions in the Purchase Agreement for release of the Escrow Amount have been complied with and designating to whom the Escrow Amount shall be distributed, including the amount payable to each party. The Escrow Agent shall promptly after receipt of such Effective Date Notice, pay, in federal or other immediately available funds and otherwise in the manner specified in such Effective Date Notice, an amount equal to the Escrow Amount in accordance with the Effective Date Notice. In the event that the Escrow Account is terminated in accordance with Section 2.3 of the Securities Purchase Agreements, and the Escrow Agent shall have received the notice of termination specified therein, the Escrow Agent shall return the Escrow Amount to the purchasers, pro rata in accordance with each purchaser’s proportional share of the Escrow Amount. Notwithstanding anything contained herein to the contrary, in the event funds transfer instructions are given, whether in writing, by telecopier or otherwise, Escrow Agent is authorized (but not required) to seek confirmation of such instructions by telephone call-back, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons designated in the instructions. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The parties to this Escrow Agreement acknowledge that such security procedure is commercially reasonable. It is understood, however, that the Escrow Agent may disburse any funds in the Escrow Account without any separate instructions, if such disbursements are in accordance with the terms of this Escrow Agreement.
