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:
(i) Minimum Offering Notice;
(ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering;
(iii) Instruction Letter; and
(iv) such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall promptly disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account.
(b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there ...
Disbursement of Escrow Funds. The Escrow Agent is hereby authorized and directed to make disbursements of the Escrow Funds pursuant to any of the following:
(a) If the Purchaser believes that it is entitled pursuant to Section 2.4 or Article VIII of the Acquisition Agreement to payment of any amount from the Stockholder or the Company (a "Claim"), the Purchaser may at any time and from time to time prior to 5:00 p.m. Houston time on the first anniversary of the Closing Date (the "Expiration Date") deliver a written notice of such Claim ("Notice of Claim") to the Escrow Agent with a copy to the Stockholder stating the amount of such Claim, briefly describing the basis for the Claim and stating the date that the Stockholder is deemed to have received notice of such Claim from the Purchaser pursuant to the Acquisition Agreement (the "Claim Notice Date"). If the Escrow Agent receives a Notice of Claim from the Purchaser prior to the Expiration Date, unless prior to 5:00 p.m. Houston time on the 20th day following the Claim Notice Date (the "Claim Notice Period") the Escrow Agent receives from the Stockholder a written notice of objection (the "Notice of Objection") to all or any part of such Claim, which Notice of Objection shall: (i) attach a copy of such Notice of Claim, (ii) state that, in the good faith opinion of the Stockholder, the Claim described in the Notice of Claim is invalid (either in whole or in part, and if the Stockholder objects in part shall specify, including the dollar amount, that portion of the related Claim that the Stockholder does not dispute) under the terms of either Section 2.4 or Article VIII of the Acquisition Agreement, (iii) give the reasons for the alleged invalidity, and (iv) state that, based on such alleged invalidity, the Stockholder objects to the payment of all or such portion of the Escrow Funds to the Purchaser, the Escrow Agent shall, after expiration of the Claim Notice Period and upon receipt of written instructions signed by the Purchaser, release to the Purchaser a cash amount from the Escrow Fund equal to the lesser of (i) the amount so claimed in such Notice of Claim and (ii) the remaining amount of the Escrow Funds.
(b) If, within the Claim Notice Period, the Escrow Agent receives a Notice of Objection from the Stockholder as aforesaid, the Escrow Agent shall:
(i) upon receipt of written instructions signed by the Purchaser, release to the Purchaser a cash amount from the Escrow Fund equal to the lesser of (x) such portion (if any) of the a...
Disbursement of Escrow Funds. Following deposit with the Bank of checks representing subscriptions for at least 50 units ($1,000,000) and funds for at least $1,000,000 have been collected by the Bank and upon receipt by the Bank of written instructions from the Managing General Partner and the Dealer-Manager as to the date of closing with respect to such Partnership, the Bank will deliver to the Managing General Partner certified or official bank checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account prior to December 31, 1997. Pursuant to separate instructions from the Managing General Partner, the Bank will transmit to the subscribers, as specified by the Managing General Partner, the balance of the Escrow funds, representing interest which will be prorated by the Managing General Partner derived from the deposit of the Escrow funds in accordance with paragraph 2.3, in the amount set forth in the aforementioned instructions. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party.
Disbursement of Escrow Funds. At such time as (i) checks representing subscriptions for at least 40 Units ($1,000,000) shall have been deposited with the Bank, without regard to Units subscribed for by the Managing General Partner or its affiliates, and (ii) funds for at least $1,000,000 shall have been collected by the Bank, upon receipt by the Bank of written instructions from the Managing General Partner and the Broker Dealer informing the Bank of the date of closing with respect to the Partnership, the Bank will deliver to the Managing General Partner certified, or official bank or trust checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party. In the event that any funds, including cleared funds but excluding funds that are part of the initial $1,000,000 necessary for disbursement, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this Agreement, the Managing General Partner shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other instruments to the Managing General Partner. The Managing General Partner acknowledges that its obligation in the preceding sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Disbursement of Escrow Funds. Following deposit into the Escrow Account of funds totaling $50,000.00, TAO shall disburse all such funds to FPC and shall notify all Investors that placed Escrow Funds with TAO that such disbursement has taken place.
Disbursement of Escrow Funds. (a) If the Buyer (or Buyer Indemnified Persons) incurs Damages in connection with any Breach or other claim under the Merger Agreement for which the Buyer or Buyer Indemnified Persons are entitled to reimbursement under the Merger Agreement, (and, in the case of Damages subject to the $100,000 deduction pursuant to Section 9.5 of the Merger Agreement, such Damages exceed, in the aggregate, $100,000), Buyer shall be entitled to a disbursement of funds from the Escrow Fund for such Damages in accordance with the provisions of the Merger Agreement and this Section 3.
(b) From time to time on or before the two-year anniversary of the Closing Date (the “Escrow Termination Date”), Buyer may give written notice to Seller Representative and Escrow Agent (an “Indemnity Notice”) specifying (i) in reasonable detail, the nature and dollar amount of any claim (an “Indemnity Claim”) it has with respect to any Breach, and (ii) the amount of Damages incurred in connection with such Indemnity Claim. Buyer may make more than one claim with respect to any underlying state of facts. If Seller Representative gives written notice to Buyer and Escrow Agent disputing any Indemnity Claim (an “Indemnity Counter Notice”) within 15 days following receipt by Seller Representative of the applicable Indemnity Notice, such Indemnity Claim shall be resolved by Buyer and Seller Representative as provided in Section 3(d) of this Escrow Agreement. Until such resolution, the amount Buyer alleges as Damages shall not be paid by the Escrow Agent to either Buyer or Sellers.
(c) If no Indemnity Counter Notice is received by Escrow Agent within such 15-day period, Escrow Agent shall pay the dollar amount of the Damages set forth in the Buyer’s Indemnity Notice to Buyer from (and only to the extent of) the Escrow Fund, (provided that no amount shall be due to Buyer for Damages for Claims subject to the $100,000 threshold under Section 9.5 of the Merger Agreement until total Damages for all such Claims exceed $100,000, and then only to the extent that such total Damages exceed $100,000). Escrow Agent shall not be required to inquire into or consider whether an Indemnity Claim complies with the requirements of the Merger Agreement, and shall be entitled to conclusively rely on an Indemnity Claim in making a disbursement under this subparagraph (c).
(d) If an Indemnity Counter Notice is given with respect to an Indemnity Claim, Escrow Agent shall make payment with respect thereto only in accordance wi...
Disbursement of Escrow Funds. Escrow Agent shall release and disburse the Escrow Funds in accordance with the provisions of this Section 4.
Disbursement of Escrow Funds. The Escrow Funds shall be held in escrow by Escrow Agent in accordance with the following terms:
2.3.1. From time to time up until 5:00 p.m. Eastern Standard time on the three hundred sixty-fifth (365th) day after the Closing Date (the “Release Date”), in the event of an occurrence subject to indemnification by Seller as specifically set forth in the Purchase Agreement, Purchaser may request payment from the Escrow Funds by giving written notice of its Claim (as defined in the Purchase Agreement) to Escrow Agent and to Seller (the “Purchaser Claim Notice”), certifying in such notice the nature of the Claim, the amount thereof if then ascertainable and, if not then ascertainable, a good faith estimate of the amount thereof and the provision(s) of the Purchase Agreement on which the claim is based. If Escrow Agent does not receive a written objection (an “Objection Notice”) from Seller within ten (10) days after Escrow Agent’s receipt of a Purchaser Claim Notice, Seller shall be deemed to have authorized payment of the Purchaser Claim Notice from the Escrow Funds, and Escrow Agent shall promptly pay to Purchaser the amount of such Claim to the extent of the balance of the Escrow Funds. If within such ten (10) day period, the Escrow Agent shall receive an Objection Notice from Seller, then Escrow Agent shall not pay such claim and reserve and set aside a portion of the Escrow Funds equal to the amount of such Claim (each, a “Claim Reserve”).
Disbursement of Escrow Funds. At such time as (i) checks representing subscriptions for at least 10 Units ($1,000,000) shall have been deposited with the Bank and (ii) funds for at least $1,000,000 shall have been collected by the Bank, upon receipt by the Bank of written instructions from the Managing General Partner and the Dealer Manager informing the Bank of the date of closing with respect to the Partnership, the Bank will deliver to the Managing General Partner by federal funds wire or by certified, or official bank or trust checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party. In the event that any funds, including cleared funds, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this Agreement, the Managing General Partner shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other instruments to the Managing General Partner. The Managing General Partner acknowledges that its obligation in the preceding sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Disbursement of Escrow Funds. Both Escrowor and Escrowee shall jointly sign a Disbursement Authorization letter, substantially in the form of the statement set forth as Attachment 2, requesting disbursement of a specific amount in US$ that is all or part of the Escrowed Funds in accordance with payment and delivery methods as stated in the letter. To: From: M&T Trust Company of Delaware, as Escrow Agent Date: Subject: Escrow Deposit M&T Trust Company of Delaware, as Escrow Agent, hereby acknowledges receipt, as of the date indicated above, of the sum of $ for Orange REIT Inc. (the “Escrowed Funds”) from , said Escrowed Funds being delivered to and received by Escrow Agent pursuant to and in accordance with the terms and conditions of that certain Escrow Agreement dated , by and between Orange REIT Inc. as Escrowor, X.X. Xxxxxx & Company, LLC, as Escrowee and M&T Trust Company of Delaware as Escrow Agent. The Escrowed Funds have been placed in account: ; the account is entitled Orange REIT Escrow Account; the account bears interest at the per annum rate of %; funds may be withdrawn from time to time from the account on days notice; and the account is not subject to federal deposit insurance or if it is subject to such insurance, only $100,000 of the Escrowed Funds are covered by such insurance. M&T Trust Company of Delaware By: Name: Title: M&T Trust Company of Delaware Address: 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx/Xxxx Xxxxxx Re: Escrow Agreement dated January 23rd, 2007 among ORANGE REIT INC. (the “Escrowor”), X.X. XXXXXX & COMPANY, LLC (“X.X. Xxxxxx”) and M&T TRUST COMPANY OF DELAWARE, as Escrow Agent (“Escrow Agent”) Ladies and Gentlemen:
