Disbursement of Escrow Deposit Sample Clauses

Disbursement of Escrow Deposit. (a) In the event the audited consolidated financial statements of the Company for the fiscal year ending December 31, 2006 ("Fiscal 2006"), as filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") in the Company's Annual Report on Form 10-K for Fiscal 2006, reflect a consolidated net loss for the Company for Fiscal 2006 or consolidated net income of the Company for Fiscal 2006 of less than $7,927,000, the Escrow Agent shall, upon receipt of the related Accountant's Certification (as defined below) for Fiscal 2006, deliver to the Transfer Agent (i) the certificates representing the number of Escrow Shares set forth opposite the name of each Purchaser under the heading "Number of Escrow Shares Fiscal 2006" on Schedule B hereto, (ii) the related Escrow Powers, (iii) the Transfer Instructions and (iv) the Transfer Opinion. In the event the audited consolidated financial statements of the Company for the fiscal year ending December 31, 2007 ("Fiscal 2007"), as filed by the Company with the Commission in the Company's Annual Report on Form 10-K for Fiscal 2007, reflect a consolidated net loss of the Company for Fiscal 2007 or consolidated net income of the Company for Fiscal 2007 of less than $15,000,000, the Escrow Agent shall, upon receipt of the related Accountant's Certification for Fiscal 2007, deliver to the Transfer Agent (i) the certificates representing the number of Escrow Shares set forth opposite the name of each Purchaser under the heading "Number of Escrow Shares Fiscal 2007" on Schedule B hereto, (ii) the related Escrow Powers, (iii) the Transfer Instructions and (iv) the Transfer Opinion. The Company shall deliver to the Escrow Agent a copy of its Annual Report on Form 10-K for each of Fiscal 2006 and Fiscal 2007 within two business days of the date such Annual Report is filed with the Commission, together with a certification (an "Accountant's Certification") from the Company's independent auditor for such fiscal year certifying the amount of the Company' consolidated net income or consolidated net loss, as the case may be, for such fiscal year. The Escrow Agent need only rely on the Accountant's Certification of the Company's independent auditor in determining the amount of the Company's consolidated net income or consolidated net loss, as the case may be, for any fiscal year. If no Escrow Shares are to be transferred to the Purchasers pursuant to this Section 4 for Fiscal 2006 or Fiscal 2007, as the case may ...
Sample 1
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Disbursement of Escrow Deposit. If Purchaser's Notice is received by Escrow Agent on or before May ____, 2005, Escrow Agent shall upon receipt thereof, without requirement of further direction from any party, disburse the Escrow Deposit to Seller. If Purchaser's Notice is not received on or before May ___, 2005 and provided Escrow Agent has not received notice of a Purchaser Default, as defined and provided in paragraph 7 below, Escrow Agent shall, without requirement of further direction from any party, disburse the Escrow Deposit to Purchaser. Upon disbursement of the Escrow Deposit to either party, this Holdback Agreement shall terminate. Disbursement of the Escrow Deposit required by this Holdback Agreement to be made to Seller shall be wire transferred to Seller as follows: Lansing Pavilion, LLC c/o The Huntington National Bank 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxx 00000 Acct No.: 01651110775 ABA No.: 000000000
Sample 1
Disbursement of Escrow Deposit. The Escrow Agent shall disburse the Escrow Deposit received by the Investor to the Company upon notice from the Company that the Company has received subscriptions or escrow deposits for at least $30,000.00 of its Common Stock. The Escrow Agent shall return the Escrow Deposit, or portions thereof, to the Investor upon written notice of the Company that the Investor’s subscription, or a portion thereof, has been rejected for any or no reason. The Escrow Agent shall also return the Escrow Deposit to the Investor upon written notice from the Investor received on or after [●]. Notwithstanding the foregoing, if the Escrow Agent receives no written instructions for the disbursement of the Escrow Deposit by 5:00 P.M. Eastern Time on [●], the Escrow Agent shall promptly disburse the Escrow Deposit to the Investor pursuant to the wiring instructions set forth in the Subscription Agreement; provided, however, if no wiring instructions have been delivered to the Escrow Agent, in the Subscription Agreement or otherwise, the Escrow Agent shall not be obligated to disburse the Escrow Deposit to the Investor until wiring instructions have been delivered to the Escrow Agent in accordance with Section 9 below. The Escrow Agent shall not authorize or make any disbursements of the Escrow Deposit, except pursuant to this Section 3, whereupon the Escrow Agent shall, within two business days, pay any amounts payable hereunder by wire transfer of immediately available funds to the account designated by the Company or by the Investor, as applicable.
Sample 1
Disbursement of Escrow Deposit. If at any time upon calculation of a Discounted Quarterly Commission Payment the sum of all Discounted Quarterly Commission Payments exceeds the $1,300,000 transferred to American Eagle, American Eagle shall have the right to withdraw from the Escrow Deposit an amount equal to the difference between the sum of all Discounted Quarterly Commission Payments and $1,300,000. Thereafter, on each subsequent Quarterly Commission Payment Date, American Eagle shall have the right to withdraw from the Escrow Deposit an amount equal to the Quarterly Commission Payment for such quarter. Any amounts remaining in the Escrow Deposit after satisfaction of AEG's obligations hereunder shall be promptly returned to AEG. In the event that amounts owed by AEG hereunder exceed in the aggregate $1,500,000, AEG shall be obligated to pay any such amounts when due pursuant to the terms of this Agreement.
Sample 1
Disbursement of Escrow Deposit. Escrow Agent shall release the Escrow Deposit within forty-eight (48) hours of receipt of (a) written instructions jointly executed by the Seller and the Purchaser or (b) a final order of a court of competent jurisdiction directing release of the funds in accordance with such order. An order shall be deemed "final" when, by a lapse of time or otherwise, it is no longer subject to administrative or judicial reconsideration or review. Escrow Agent shall be authorized to act on any document believed to be genuine and to be signed by the proper party or parties, and will incur no liability in so acting. In the event of any disagreement or presentation of adverse claims or demands in connection with the Escrow
Sample 1
Disbursement of Escrow Deposit. (a) In the event that any of the escrow release conditions are satisfied from time to time in accordance with the criteria set forth on Exhibit A hereto, then the Company and the Stockholder shall provide the Escrow Agent with written instructions. Such written instructions shall specify the amount of Escrow Shares to be released from escrow (the “Released Shares”) upon receipt of such a notice, the Escrow Agent shall deliver one or more certificates evidencing the Released Shares to either (i) the Stockholder (if the notice provides that all of the Escrow Shares are to be released) or (ii) to the Company’s transfer agent (if the notice provides that less than all of the Escrow Shares are to be released). In the event that less than all of the Escrow Shares are to be released, then simultaneously with such notice, the Company shall provide the transfer agent with written instructions to deliver one or more certificates evidencing the Released Shares to the Stockholder and one or more certificates evidencing the remaining unreleased Escrow Shares to the Escrow Agent. In such circumstances, if requested by the transfer agent, the Escrow Agent shall also deliver to the transfer agent the Escrow Powers and the Stockholder shall promptly deliver new Escrow Powers to the Escrow Agent.
Sample 1
Disbursement of Escrow Deposit. AMHP shall prepare, in connection with each requested disbursement from the Escrow Account, a Request for Payment Form ("Request Form") in the form attached hereto as Exhibit "B", which disbursement shall pay for or reimburse AMHP for its payment of sums expended to construct the Utility Lines. Escrow Agent shall make disbursements from the Escrow Account in the amount itemized and certified by Engineer as hereinafter provided in the approved Request Form. The Request Forms shall be executed by Engineer in certification that the amounts requested are due for work completed or materials used in connection with the construction of the Utility Lines. Such disbursements shall be made by Escrow Agent within three (3) business days after receipt of the executed Request Form and evidence of such disbursement shall be delivered to Xxxxx, Xxxxx and XxXxxx by Escrow Agent. Any costs and expenses for constructing or completing construction of the Utility Lines which exceed the Escrow Deposit (including accrued interest) shall be paid by Purchaser at Purchaser's sole cost and expense.
Sample 1
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Disbursement of Escrow Deposit 
Sample 1

Related to Disbursement of Escrow Deposit

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Deposit of Escrow Fund The Escrow Agent shall establish an account in the name of Mercantile Absolute Return Fund LLC, Escrow Account for the Benefit of Members (the "Subscription Account") and an account in the name of Mercantile Absolute Return Fund LLC Repurchase Account (the "Repurchase Account") and together with the Subscription Account, (the "Accounts"). The Escrow Agent shall promptly deposit in the Subscription Account checks remitted by Potential Members and made payable to the Company. Potential Members also may deposit monies in the Subscription Account by wire transfer pursuant to instructions provided to them by the Company. Balances on deposit in the Subscription Account will earn interest at prevailing market rates pursuant to arrangements approved by the Company.

  • Investment of Escrowed Funds Upon collection of each check by the Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

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