Common use of Disbursement of Escrow Funds Clause in Contracts

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. The Escrow Funds shall be held (a) Upon receipt of a notice from Grantee substantially in escrow by the form of Annex I hereto (the "Notice of Satisfaction of Grantee Conditions"), the Escrow Agent in accordance with the following terms: 2.3.1. From time shall and is hereby directed 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 withdraw from the Escrow Account and pay to Grantor the Escrow Funds and to withdraw from the Escrow Account and pay to Grantee all net interest earned on the Escrow Funds. Receipt by the Escrow Agent of the Notice of Satisfaction of Grantee Conditions shall be deemed exercise by Grantee of the Third Tranche Investment Percentage Warrants, Anti-Dilution Warrants and Third Party Agreement Warrants. Grantee agrees that if closing of the Qualified Public Offering occurs not later than October 31, 1999, Grantee will send a Notice of Satisfaction of Grantee Conditions to the Escrow Agent not later than the date of such closing. (b) Upon payment of Escrow Funds by giving written notice of its Claim (as defined in the Purchase Agreement) to Escrow Agent to Grantor, and payment of interest earned thereon by the Escrow Agent to Seller Grantee, Escrow Agent shall deliver the Certificate to Grantee. (c) If 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 from Grantee, on or before October 31, 1999, a written objection (an “Objection Notice”) from Seller within ten (10) days after Escrow Agent’s receipt duly executed Notice of a Purchaser Claim Notice, Seller shall be deemed to have authorized payment Satisfaction 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 periodGrantee Conditions, the Escrow Agent shall receive an Objection Notice withdraw from Seller, then the Escrow Agent shall not Account and pay such claim and reserve and set aside a portion of to Grantee the Escrow Funds equal and all net interest earned thereon promptly after October 31, 1999, and deliver the Certificate to Grantor. (d) Payments of Escrow Funds and interest earned thereon by the amount Escrow Agent shall, if Grantee so requests and provides appropriate instructions, be effected by wire transfer of immediately available funds and, absent such Claim (eachrequest or instructions, a “Claim Reserve”)by check.

Disbursement of Escrow Funds. The 4.1 Unless the Escrow Funds Agreement has terminated pursuant to Section 5, at such time as the Company determines that the funds representing the sale of the Minimum Amount have been deposited in the Escrow Account, and (i) the Company has received the approval of the Federal Reserve Board to become a bank holding company; (ii) State Capital Bank has received preliminary approval from the Maryland State Bank Commissioner of its charter; (iii) State Capital Bank has received preliminary approval of its application for membership in the Federal Reserve System from the Federal Reserve Board; and (iv) State Capital Bank has received preliminary approval from the Federal Deposit Insurance Corporation for insurance of its deposit accounts (together, the "Regulatory Approvals"), the Company shall be held notify the Escrow Agent, in escrow by writing, that the Minimum Amount of subscriptions has been accepted. Such written notification also shall instruct the 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 release and disburse the Escrow Funds by giving written notice of its Claim (as defined in to the Purchase Agreement) to Escrow Agent and to Seller (the “Purchaser Claim Notice”)Company, 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) banking days after Escrow Agent’s receipt of such notice, but only after the Escrow Agent has verified the Minimum Amount of subscriptions has been accepted, that the Escrow Funds are collected, and that the Escrow Agent has received a Purchaser Claim Notice, Seller shall be deemed certification as to have authorized payment receipt by the Company of the Purchaser Claim Notice Regulatory Approvals (the "Certification"). 4.2 In the event subscription for an insufficient number of Shares have been received, and upon written notification from the Escrow FundsCompany of the termination of the Offering, and the Company shall instruct the Escrow Agent shall promptly pay to Purchaser return the amount of such Claim to the extent of the balance of the Escrow Funds. If subscription deposits (upon verification that subscription deposits are collected funds), within such ten (10) day period, banking days after receipt of such notice to the Subscribers whose names previously have been provided to the Escrow Agent. Said disbursement to Subscribers shall be of their original capital investment with interest but without penalty or deduction. 4.3 The Company is entitled to withdraw any interest earned on invested funds when the Company has determined the Minimum Amount of subscriptions has been deposited in the Escrow Account and has provided 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 with the Escrow Funds equal to the amount of such Claim (each, a “Claim Reserve”)Certification.

Disbursement of Escrow Funds. The Escrow Agent will hold the Escrow Funds in its possession until authorized hereunder to deliver such Escrow Funds as follows: (i) At the Closing, upon receipt of joint instructions from CSBI and Eldorado to the effect that all conditions to closing have been satisfied or waived, an amount equal to the Escrow Funds shall be held disbursed to the Exchange Agent and credited to the Merger Consideration payable by CSBI under the Agreement. (ii) If CSBI is entitled to the Escrow Deposit pursuant to Section 2.7 of the Agreement, CSBI shall deliver a notice (the "CSBI Termination Notice") which shall specify in escrow by reasonable detail the event or circumstances giving rise to the termination of the Agreement and include CSBI's demand for the Escrow Agent to disburse the remaining Escrow Funds to CSBI. Upon receipt thereof, Escrow Agent shall promptly deliver a copy of the CSBI Termination Notice to Eldorado. If Eldorado disputes CSBI's demand for the remaining Escrow Funds, it shall so notify Escrow Agent in accordance writing (with the following terms: 2.3.1. From time a copy to time up until 5:00 p.m. Eastern Standard time on the three hundred sixty-fifth (365thCSBI) day within 10 calendar days after the Closing Date giving of such notice (the “Release Date”"Notice Period"), in the event of an occurrence subject . If Eldorado fails to indemnification by Seller as specifically set forth in the Purchase Agreement, Purchaser may request payment from the Escrow Funds by giving deliver such written notice of its Claim (as defined in the Purchase Agreement) to Escrow Agent and within the Notice Period, Escrow Agent shall presume conclusively that Eldorado has no objection to Seller (the “Purchaser Claim Notice”), certifying in such notice the nature disbursement 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 remaining 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 Funds to have authorized payment of the Purchaser Claim Notice from the Escrow Funds, CSBI and Escrow Agent shall promptly pay disburse the remaining Escrow Funds to Purchaser the amount of such Claim CSBI. (iii) If Eldorado is entitled to the extent Escrow Deposit pursuant to Section 2.7 of the balance Agreement, Eldorado shall deliver a notice (the "Eldorado Termination Notice") which shall specify in reasonable detail the event or circumstances giving rise to the termination of the Agreement and include Eldorado's demand for the Escrow Agent to disburse the Escrow Funds to Eldorado. Upon receipt thereof, Escrow Agent shall promptly deliver a copy of the Eldorado Termination Notice to CSBI. If CSBI disputes Eldorado's demand for the remaining Escrow Funds, it shall so notify Escrow Agent in writing (with a copy to Eldorado) within the Notice Period. If CSBI fails to deliver such written notice to Escrow Agent within such ten the Notice Period, Escrow Agent shall presume conclusively that CSBI has no objection to the disbursement of the remaining Escrow Funds to Eldorado and Escrow Agent shall promptly disburse the remaining Escrow Funds to Eldorado. (10iv) day periodIf, the within either Notice Period under subparagraphs (ii) or (iii) above, Escrow Agent shall receive an Objection Notice notice from SellerEldorado or CSBI, then Escrow Agent shall not pay such claim and reserve and set aside as applicable, that there is a portion of the Escrow Funds equal to the amount of such Claim (each, a “Claim Reserve”).dispute with