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.
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. 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. 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. 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. 7.1 The Escrow Agent shall not authorize or make any disbursements of the Escrow Amount, except pursuant to Section 6 above or Sections 7.2 or 7.3 below.
Disbursement of Escrow Amount. Contemporaneous with or as soon as practicable following the release of any remaining amount of the Aggregate Escrow Amount to the Representative for further disbursement to the Company Members and UAR Holders in accordance with the terms of the Escrow Agreement, the Representative shall disburse to the Surviving Entity for further disbursement to the UAR Holders (subject to applicable Tax withholding in accordance with Section 2.15) and directly to each Company Member an amount equal to such UAR Holder’s or Company Member’s, as applicable, Escrow Amount minus (i) the amount of any Losses for which such UAR Holder or Company Member, as applicable, is 33 determined to be responsible pursuant to Article XI, minus (ii) the portion of any Final Adjustment Shortfall allocable to such UAR Holder or Company Member, as applicable. For the avoidance of doubt, the Surviving Entity shall be responsible for payment of the Xxxxxxx Escrow Amount Fee to Xxxxxxx.
Disbursement of Escrow Amount. (a) On or prior to the Closing Date, (x) the Special Committee shall, after consultation with its financial advisors, deliver to the Series A Holders and the Paying Agent a written notice (the “Allocation Schedule”) setting forth (i) the allocation of the Escrow Amount, on a percentage basis, as between the Series B Preferred Stock and the Common Stock and (ii) the per share amount to be paid to each class or series of Junior Holder out of the Escrow Amount, which notice shall be subject to the reasonable review by, and the calculation of the per share amount subject to the reasonable approval of, the Series A Holders, and (y) the Company shall deliver written instructions to the Paying Agent for its use in obtaining the record holder information for the Junior Holders to effectuate the mailing of the claims documentation to the Junior Holders in accordance with industry practices and applicable law.
Disbursement of Escrow Amount. 17.1 Following the determination, in accordance with Section 2.3 of the Purchase Agreement, of the Final Closing Statement and Seller’s failure to pay, within two Business Days of the determination of the Final Net Working Capital and the Final Closing Cash as provided in Section 2.3(c), any shortfall due to Buyer in accordance with Section 2.3(d), Buyer may unilaterally deliver to Escrow Agent (providing a copy to Seller), a certificate substantially in the form of Exhibit A attached hereto (a “Working Capital Instruction”), instructing Escrow Agent to disburse to Buyer from the Escrow Account an amount equal to the unpaid portion of the amount by which the sum of the Estimated Net Working Capital and the Estimated Closing Cash exceeds the sum of the Final Net Working Capital and the Final Closing Cash reflected on the Final Closing Statement.
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.
