Common use of Disbursement of Escrowed Funds Clause in Contracts

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 [Fifty Thousand Dollars ($50,000)], 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 [Ten Thousand Dollars ($10,000)]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS] (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 A 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 (i) 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, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations of the Facilities, 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. Within two Each of the Maker and Purchaser hereby unequivocally and irrevocably authorizes, directs, and empowers Escrow Agent to hold the Deposits, or such amount of the Deposits remaining in escrow hereunder from time to time after giving effect to one or more disbursements authorized hereby in escrow and to disburse the Escrow Funds in the following manner: (2a) Business Days following After entering into contracts for its products with one of the entities set forth on Schedule 1 (the “Entities”) totaling $1,000,000 in annual, non-contingent future revenues to the Maker, (i) the Maker shall send written notice of such to the Escrow Agent and (ii) the Purchaser and shall deliver written instructions to the Escrow Agent directing the Escrow Agent to disburse $1,500,000 of the Escrowed Funds (the “Initial Payment”). Upon receipt by Escrow Agent of Lessee's such written requestinstructions from the Maker and the Purchaser, the Escrow Agent shall disburse to Lessee or the Initial Payment according to such payees as may be designated by Lessee in instructions. (b) After entering into contracts for its request for disbursement, out products with one or more of the funds held Entities, totaling at least $5,000,000 in escrow, non-contingent future revenues to the out-of-pocket costs and expenses incurred by Lessee in connection with Maker during the performance by it term(s) of its obligations under Paragraph 2 (the "Capital Expenditures"such contract(s), 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 [Fifty Thousand Dollars ($50,000)], 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 [Ten Thousand Dollars ($10,000)]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS] (C) The request for disbursement is accompanied by: (i) a certificate the Maker shall send written notice of Lessee executed by an officer of Lessee, certifying that a portion of such to the work set forth on EXHIBIT A has been completed, describing such portion of the work in detail, Escrow Agent and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either the Purchaser shall deliver written instructions to the Escrow Agent directing the Escrow Agent to disburse the remaining Escrowed Funds (x) evidence of the written approval “Final Payment”). Upon receipt by Escrow Agent of such disbursement by Purchaser or written instructions from the Maker and the Purchaser, the Escrow Agent shall disburse the Final Payment according to such instructions. (yc) If, as of 5:00 p.m. on December 31, 2007 Pacific Standard Time (“PST”), if the Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee in the certificate described in subsection (i) above notice from the Maker that the Maker has entered into contracts with one of the Entities totaling at least $1,000,000 in annual, non-contingent future revenue and (ii) written instructions from the Purchaser directing the Escrow Agent to disburse the Initial Payment, then the Escrow Agent shall disburse from the Escrowed Funds an amount equal 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 First Deposit to the submission of Purchaser in accordance with written instructions from the requestPurchaser (the “First Return”). (Dd) Overhead incurred by Lessee If, as of 5:00 p.m. on December 31, 2007, PST the Escrow Agent has not received (i) notice from the Maker that the Maker has entered into contracts with one or any Affiliate of Lessee, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations more of the FacilitiesEntities totaling at least $5,000,000 in non-contingent future revenues to the Maker during the term(s) of such contract(s) and (ii) written instructions from the Purchaser directing the Escrow Agent to disburse the Final Payment, then the Escrow Agent shall not be deemed disburse from the Escrowed Funds an amount equal to be a cost or expense incurred by Lessee the Second Deposit to the Purchaser in connection accordance with written instructions from the performance by it of its obligations under Paragraph 2Purchaser (the “Second Return”). (e) The Escrow Agent shall disburse any Escrowed Funds remaining following the First Return and the Second Return to the Maker in accordance with written instructions from the Maker.

Disbursement of Escrowed Funds. Within two (2) Business Days following receipt of Lessee's Lyric Holdings' written request, Escrow Agent shall disburse to Lessee Lyric Holdings or to such payees as may be designated by Lessee Lyric Holdings in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee Lyric Holdings or any one or more of the Sellers 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 [Fifty Thousand Dollars ($50,000)], 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 [Ten Thousand Dollars ($10,000)]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS]; (C) The request for disbursement is accompanied by: (i) a certificate of Lessee Lyric Holdings, executed by an officer of LesseeLyric Holdings, certifying that a portion of the work set forth on EXHIBIT A B hereto 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 Lyric Holdings in the certificate described in subsection (i) above 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 Lyric Holdings or any Affiliate of Lessee, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations of the Facilities, Lyric Holdings shall not be deemed to be a cost or expense incurred by Lessee Lyric Holdings or any one or more of the Sellers in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two (2) Business Days following receipt of Lessee's written request, Escrow Agent shall pay and disburse to Lessee or to such payees the Escrowed Funds and the Tentatively Impounded Funds 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, providedfollows: (Aa) No more than one (1) request for disbursement If the Indemnification Claim is submitted in any calendar month; (B) The total monthly request for disbursement is not less than [Fifty Thousand Dollars ($50,000)]an Uncontested Claim, except for the final request for disbursement which shall be then to Buyer in the amount of the undisbursed Indemnification Claim; (b) If the Indemnification Claim is a Contested Claim and the Shareholders' Representative delivers a Withdrawal Notice to Escrow Agent with respect to such Contested Claim, then to Buyer in the amount of the Indemnification Claim to which such Objection was withdrawn; (c) If a Notice of Release is received by the Escrow Agent with respect to a Contested Claim, then as specified in such Notice of Release; (d) If an Award Notice is received by the Escrow Agent with respect to an Indemnification Claim, then as specified in such Award Notice; (e) To the Shareholders' Representative prior to the First Anniversary in an amount specified in a written notice from Buyer to the Escrow Agent in accordance with the provisions of Section 11.16(e) of the Merger Agreement and Section 6(e) of the Option Cancellation Agreements; (f) With respect to the excess of the then remaining balance of escrowed fundsthe Escrowed Funds over the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, to the Escrow Agent or Buyer and/or Holders in an amount equal to the amount of the Section 10 Expenses described in a written notice from the Buyer and the requested disbursement per-payee is not less than [Ten Thousand Dollars ($10,000)]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS]Shareholder's Representative to the Escrow Agent; (Cg) The request for disbursement is accompanied by:With respect to the excess of the then remaining balance of the Escrowed Funds over the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, to the Shareholders' Representative in an amount equal to the amount of Representative's Expenses described in a written notice from the Shareholder's Representative to the Escrow Agent, less any amount disbursed to the Escrow Agent pursuant to Section 6(f) above; (h) To each of the Holders, in Proportionate Shares, following the First Anniversary in an amount equal to the amount by which the then remaining balance of the Escrowed Funds exceeds the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, less any amount disbursed to the Escrow Agent pursuant to Section 6(f) above and any amount disbursed to the Shareholders' Representative pursuant to Section 6(g) above; and (i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion To each of the work Holders, in Proportionate Shares, and/or the Buyer as set forth on EXHIBIT A has been completed, describing such portion in any Notice 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 Release or Award Notice received by Purchaser or (y), if Escrow Agent has not received a Notice from Purchaser disapproving after the proposed disbursement, a statement of Lessee in First Anniversary. All disbursements hereunder shall be made by Escrow Agent within three (3) business days following the certificate events described in subsection (i) above above. All payments that are to be made 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 Holders hereunder shall be delivered by Escrow Agent to the submission of Shareholders' Representative, who agrees to promptly distribute any such funds received by him to the requestHolders in their respective Proportionate Shares. (D) Overhead incurred by Lessee or any Affiliate of Lessee, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations of the Facilities, 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. Within two (2) Business Days 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 [Fifty Ten Thousand Dollars ($50,00010,000)], 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 [Ten Two Thousand Dollars ($10,0002,000)]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS]; (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 A 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 (i) 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 business days prior to the submission of the request. (D) Overhead incurred by Lessee or any Affiliate of Lessee, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations of the Facilities, 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.