Disbursement of Escrow Amount Sample Clauses

Disbursement of Escrow Amount. Escrow Agent shall make disbursements of the Escrow Amount pursuant to the Agreement, and shall pay Landlord (or DPR, upon Landlord's request) from the Escrow Amount as and when the same would be required of Tenant under the Agreement, except as otherwise expressly set forth in this Escrow Agreement. Only Landlord shall be authorized to submit a draw request to Escrow Agent, a copy of which shall be delivered simultaneously by Landlord to Tenant. Landlord shall make draw requests only in accordance with the terms of the Agreement. A disbursement shall be made by Escrow Agent to Landlord (or DPR, upon Landlord's request) within two (2) business days (such period, the "Objection Period") after receipt of the applicable draw request; provided, however, that Tenant shall have the right to contest any such draw request by providing notice thereof to Landlord and Escrow Agent prior to the expiration of the Objection Period, in which event any amounts objected to shall be held by Escrow Agent. Landlord and Tenant shall then in good faith discuss Tenant's objection, and attempt to reach a resolution within fourteen (14) days ("Negotiation Period"). If Landlord and Tenant reach a resolution within the Negotiation Period, then Landlord and Tenant shall jointly agree in writing upon the agreed disbursement amount and instruct Escrow Agent to immediately disburse the same; if, however, Landlord and Tenant are unable to resolve Tenant's objection within the Negotiation Period, Landlord may make a second written request to Escrow Agent to release the amount objected to by Tenant and such amount shall be immediately disbursed to Landlord for payment to the applicable contractor, supplier, subcontractor, or 718745631.7 15494101 materialman, notwithstanding Tenant's continued objection. In the event Tenant separately pays Landlord for the Excess Cost, Landlord and Tenant shall jointly instruct the Escrow Agent to disburse the amount of such payment (or the entire Escrow Amount, if Tenant has paid the entire Excess Cost to Landlord) to Tenant within three (3) days; provided, however, Escrow Agent shall not reduce the Escrow Amount unless instructed in writing by both Landlord and Tenant.

Disbursement of Escrow Amount. The Escrow Agent shall dispose of or distribute the Escrow Amount only in accordance with this Section 2.

Disbursement of Escrow Amount. (a) Prior to the Escrow Release Date, the Escrow Agent shall only disburse the Escrow Amount, or portions thereof, upon receipt of a Claim Notice in the form attached hereto as Exhibit A, duly executed by the Indemnitee(s) filing such Claim Notice. (b) To the extent that any Escrow Amount is held on the Escrow Release Date by the Escrow Agent against which no claim has been made or pending, such remaining Escrow Amount shall be

Disbursement of Escrow Amount. The Escrow Agent shall hold the Escrow Amount in escrow and, subject to Section 2.2, shall distribute all or any portion of the Escrow Amount in accordance with the joint written instruction of Tenant, the City and/or Landlord as further provided in Section 2.2 or Section 2.3, as applicable. A party seeking disbursement of all or any portion of the Escrow Amount may deliver to the other parties a written request to execute and deliver to the Escrow Agent joint written instructions as described in Section 2.2. The Landlord, the City and Tenant hereby agree to execute and deliver joint written instructions so as to effectuate the agreements set forth in Section 3.06 of the Ground Lease.

Disbursement of Escrow Amount. Pursuant to the terms of the Escrow Agreement, on the expiration of the Escrow Period, the Escrow Agent shall release from escrow the Escrow Amount, plus any proceeds thereof, remaining in escrow, provided, however, that any such release shall be reduced by the full amount of any claims made pursuant to Section 2.10(e) or this Article 10 prior to the expiration of the Escrow Period, but not yet finally adjudicated or otherwise finally resolved and paid and such funds shall remain in the Escrow Account. The Escrow Amount, plus any proceeds thereof, remaining in escrow after the expiration of the Escrow Period in connection with pending claims shall be released from escrow when all claims made prior to the expiration of the Escrow Period, in accordance with this Section 2.10(e) or this Article 10, have been finally adjudicated or otherwise finally resolved and paid. Any released Escrow Amount, plus any proceeds thereof, shall be released and delivered by the Escrow Agent to the Effective Time Holders in accordance with the Escrow Agreement, pursuant to written instructions of the Stockholders’ Representative setting forth the Stockholders’ Representative’s determination of the portion of such released Escrow Amount, plus any proceeds thereof, payable to each Effective Time Holder based on each Effective Time Holder’s Pro Rata Share.

Disbursement of Escrow Amount. The Escrow Amount shall be disbursed in the following manner, at the following times and in the following amounts: (a) On the first business day following the first anniversary of the Closing Date, an amount to the Shareholders equal to Two Hundred Twenty-Five Thousand Euros (€225,000) minus the sum of (i) any amounts paid to the Buyer from the Escrow Amount as provided in Section 2.8(b), (ii) the amount of all Damages paid to Buyer pursuant to Section 7.2 on or prior to the first anniversary of the Closing Date, and (iii) the amount of Damages subject to unresolved claims made by Buyer pursuant to and in accordance with Section 7.2 on or prior to the first anniversary of the Closing Date. (b) The balance of the Escrow Amount shall be disbursed in accordance with the Escrow Agreement.

Disbursement of Escrow Amount. The Escrow Agent shall release the Escrow Amount in accordance with this Paragraph 2.1 upon the consummation of the acquisition by the Company of Gemma Power Systems, LLC and its affiliated entities (the “Release Condition”). Upon satisfaction of the Release Condition, the Escrow Agent shall deliver (i) the Share Consideration, and the interest earned thereon, to the Company and (ii) the Certificates to the Buyers.

Disbursement of Escrow Amount. Escrow Agent shall disburse the Escrow Amount as follows: (i) in the event that the Buyer receives a Tax Clearance Letter from the State, Escrow Agent shall deliver the Escrow Amount (or the remaining balance thereof) to Seller or (ii) in the event the State informs Buyer that Seller has any state tax liability and demands payment of all or part of the Escrow Amount, the Escrow Agent shall distribute so much of the Escrow Amount to the State as shall be demanded to satisfy such liability and upon receipt of a Tax Clearance Letter from the State distribute the excess, if any, to Seller as and when permitted by the State. In no event shall the Escrow Agent be required to distribute any amount in excess of the Escrow Amount.

Disbursement of Escrow Amount. At any time and from time to time after the Escrow Amount, or any portion thereof, has been deposited hereunder, if the Escrow Agent receives a notice from the Buyer and the Seller, which notice has been executed and delivered by each of the Buyer and the Seller and is substantially in the form attached hereto as Exhibit A (the "Mutual Consent Notice"), directing that all or any portion of the Escrow Amount shall be distributed, then the Escrow Agent shall, within two (2) business days after the receipt of such Mutual Consent Notice (or such later period as directed in the Mutual Consent Notice), transfer from the Escrow Account as directed in such Mutual Consent Notice, in immediately available funds, the amount or amounts specified therein to the person or entity identified therein.

Disbursement of Escrow Amount. On the sixth month (6th) anniversary of the Closing Date (or in the event such date is not a Business Day, the Business Day immediately following such date), the Escrow Agent shall release the then existing Escrow Amount to Seller to be disbursed in accordance with the terms of the Escrow Agreement, less the amount of unresolved claims for indemnification asserted by the Purchaser Indemnitees, which have not been paid. Such unreleased amount shall be retained by the Escrow Agent. The amount of the Escrow Amount so retained shall be released by the Escrow Agent (to the extent not utilized to pay the Purchaser Indemnitees for any such claims resolved in favor of the Purchaser Indemnitees) in accordance with the resolution of such claims to Seller to be disbursed in accordance with the terms of the Escrow Agreement.