Disbursement of Escrowed Funds. (a) In the event the Escrow Agent receives written notice from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow Agent.
(b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds to the Company solely in accordance with and pursuant to the terms of such Escrowed Funds Disbursement Notice.
(c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreement.
(d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C.
(e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.
Disbursement of Escrowed Funds. Escrow agent shall hold the escrow funds until it receives written notice from County that a building permit (as described in Paragraph 1 above) for the development has been approved. Within ten (10) days after receipt of notice from County, escrow agent shall disburse the funds to the County. Building permits to be issued simultaneous with dispersal of funds. Any accrued interest earned on the escrow account shall be disbursed to the County.
Disbursement of Escrowed Funds. Within two (2) business days following receipt of Lessee's written request, Escrow Agent shall disburse to Lessee or to such payees as may be designated by Lessee in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, provided:
(A) No more than one (1) request for disbursement is submitted in any calendar month;
(B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000), except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000);
(C) The request for disbursement is accompanied by:
(i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion of the work set forth on EXHIBIT B has been completed, describing such portion of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work;
(ii) either (x) evidence of the written approval of such disbursement by Purchaser or (y) if Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee in the certificate described in subsection (iii)(a), above to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days prior to the submission of the request.
(D) Overhead incurred by Lessee or any Affiliate of Lessee shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.
Disbursement of Escrowed Funds. The Escrow Agent shall hold the escrowed funds until it receives written notice from the County as to the amount of impact fees due. The notice from the County shall establish the amount due the County from escrow funds. Within ten (10) days after receipt of notice from the County as to the impact fees due and payable, the Escrow Agent shall disburse the required impact fees to the County and shall disburse the remaining amount, if any, to the Builder. All accrued interest earned on the escrow account shall be prorated between the Builder and the County based upon the amount due to each.
Disbursement of Escrowed Funds. The Escrow Agent shall disburse the Escrowed Funds as follows:
Disbursement of Escrowed Funds. On or before the Effective Date, L&F and COR shall execute and deliver joint instructions, in form and substance reasonably satisfactory to each of them, directing the Escrow Agent to disburse, on the Effective Date, all of the escrowed funds under the Escrow Agreement and terminate such escrow.
Disbursement of Escrowed Funds. Provided the requirement for ------------------------------ disbursement set forth in Section 3 above have been satisfied, Escrow Agent shall disburse the escrowed funds as directed by a Letter of Authorization signed by the Company's Board of Directors.
Disbursement of Escrowed Funds. The Escrow Agent shall disburse the Escrowed Funds as follows:
(a) If the Escrow Agent receives a notice (“Purchaser Notice”) from Purchaser (i) stating the Purchaser has accepted for payment Company Shares pursuant to the Offer and that the Escrowed Funds are to be applied to the payment for such Company Shares and (ii) directing the Escrow Agent to disburse the Escrowed Funds to the depositary and paying agent for the Offer (naming such depositary and paying agent and providing appropriate delivery instructions), then promptly thereafter the Escrow Agent shall disburse the Escrowed Funds to such depositary and paying agent.
(b) If the Escrow Agent receives a notice jointly executed by Parent and the Company (a “Joint Notice”) (i) stating that the Merger Agreement has been terminated and the Purchaser has not accepted for payment the Company Shares pursuant to the Offer and (ii) directing the Escrow Agent to remit the Escrowed Funds to the Parent and/or the Company, then promptly thereafter the Escrow Agent shall disburse the Escrowed Funds as so directed.
(c) If the Escrow Agent does not receive a Purchaser Notice or a Joint Notice, then the Escrow Agent shall disburse the Escrowed Funds only upon receipt of, and in accordance with, a final non-appealable order, judgment or decree of a court of competent jurisdiction (a “Final Order”).
Disbursement of Escrowed Funds. Subject to the terms and conditions of this Agreement, Escrow Agent shall disburse the Escrowed Funds as follows:
(a) upon Escrow Agent’s receipt of joint, written instructions from Buyer and Seller notifying Escrow Agent to disburse to either Buyer or Seller, in accordance with such joint, written instructions (the “Written Instructions”); or
(b) if Escrow Agent does not receive Written Instructions, in accordance with a court or arbitrator’s order. Upon Escrow Agent’s disbursement of the Escrowed Funds pursuant to, and in accordance with, this Agreement, all rights and obligations of Escrow Agent shall be deemed to have been satisfied, neither Buyer nor Seller shall have any recourse against Escrow Agent, and this Agreement will terminate automatically.
Disbursement of Escrowed Funds. (a) From time to time on or before the end of the day that is fourteen (14) months after the Effective Date (provided, however, that if such date is a weekend day or a day on which banks in New York, New York are ordinarily closed, the next following day that is not a weekend day or a day on which banks in New York, New York are ordinarily closed (a
