Common use of Disbursement of Holdback Funds Clause in Contracts

Disbursement of Holdback Funds. Escrow Agent shall make disbursements of the Holdback Funds as follows: (a) To Buyer, within five (5) business days following Escrow Agent’s receipt of the joint written instructions of Seller and Buyer, as provided at Section 3 above. (b) In the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d), that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer within five (5) business days of Escrow Agent being provided with a true and correct copy of the Arbitrator’s final and binding decision, certified by the Arbitrator. However, should the balance of the Holdback Funds be less than the amount(s) specified in the Arbitrator’s final and binding decision, then, the balance of the Holdback Funds shall be disbursed, and Escrow Agent’s obligations hereunder shall forthwith terminate. (c) Upon termination of this Agreement according to the Term hereof, Escrow Agent shall disburse to Seller, upon joint written instruction of Seller and Buyer, all Holdback Funds, if any, not previously disbursed to Buyer, EXCEPT to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Provided, however, upon the written request of any party received by Escrow Agent prior to termination of this Agreement, Escrow Agent shall delay final disbursement until such time as it shall receive joint written instruction from Seller and Buyer that all post-Closing accounting adjustments have been made in accordance with Section 11(c) of the Purchase Agreement, and upon receipt of such joint written instruction, Agent shall disburse all remaining Holdback Funds, if any, as directed in said joint written instruction.

Disbursement of Holdback Funds. From time to time, but no more frequently than on a monthly basis, Buyer shall deliver a written draw notice (each such notice, a “Draw Notice”) to the Escrow Agent seeking payment of Buyer’s Remediation Costs (as defined in Section 3.7 below). Each Draw Notice shall copy Seller and include invoices, purchase orders, or other documentation evidencing the Buyer Remediation Costs which are the subject of that Draw Notice together with reasonable documentation evidencing the completion of that portion of the Required Remediation Work completed by Buyer to which such Draw Notice relates. The amount specified in the Draw Notice shall be released by Escrow Agent from the Holdback Funds to Buyer so as to compensate Buyer for the applicable portion of Buyer’s Remediation Costs relating to the applicable Draw Notice within ten (10) business days after submission, unless Seller shall have in good faith objected to the proposed request within seven (7) business days of receipt on the basis that the reimbursements being requested were not reasonably incurred for Required Remediation Work; Seller’s objection must include specific details of the objectionable costs and explain the basis for the objection. Unless Buyer specifies that Holdback Funds relating to a particular Draw Notice be released from the VOC Holdback Funds, and Seller consents to such request (such consent not to be unreasonably withheld, conditioned or delayed), all Holdback Funds released shall be deemed to be General Holdback Funds. In the event that Seller objects to a Disbursement Notice, or any portion thereof, Seller and Buyer shall meet and confer in good faith within ten (10) calendar days of Seller’s objection. If the Parties are unable to reach a mutually agreeable resolution of the objection, the disputed amount will be subject to the Dispute Resolution procedure set forth in Section 13, below. Subject to the provisions of this Section 3.5, within one hundred twenty (120) days after obtaining the NFA determination, Buyer shall submit a final Draw Notice to Seller and the Escrow Agent whereupon Escrow Agent shall make disbursements release Holdback Funds to Buyer in an amount so as to compensate Buyer for the portion of the Buyer’s Remediation Costs relating to such final Draw Notice and release the remainder, if any, of the Holdback Funds as follows: (a) To Buyer, within five (5) business days following Escrow Agent’s receipt of the joint written instructions of Seller and Buyer, as provided at Section 3 above. (b) In the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d), that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer within five (5) business days of Escrow Agent being provided with a true and correct copy of the Arbitrator’s final and binding decision, certified by the Arbitrator. However, should the balance of the Holdback Funds be less than the amount(s) specified in the Arbitrator’s final and binding decision, then, the balance of the Holdback Funds shall be disbursed, and Escrow Agent’s obligations hereunder shall forthwith terminate. (c) Upon termination of this Agreement according to the Term hereof, Escrow Agent shall disburse to Seller, upon joint written instruction of Seller and Buyer, all Holdback Funds, if any, not previously disbursed to Buyer, EXCEPT to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Provided, however, upon the written request of any party received by Escrow Agent prior to termination of this Agreement, Escrow Agent shall delay final disbursement until such time as it shall receive joint written instruction from Seller and Buyer that all post-Closing accounting adjustments have been made in accordance with Section 11(c) of the Purchase Agreement, and upon receipt of such joint written instruction, Agent shall disburse all remaining Holdback Funds, if any, as directed in said joint written instruction.

Disbursement of Holdback Funds. Escrow Agent shall make disbursements (i) Subject to the conditions set forth herein, $500,000.00 of the Holdback Funds as followsmay be used by Borrower, Guarantor or Borrower's sole member, Wonderland Greyhound Park, Inc., to purchase stock in Guarantor from minority stockholders of Guarantor ("Stock Redemption") and the remaining $600,000.00 of the Holdback Funds may be used by Borrower, Guarantor or Borrower's sole member, Wonderland Greyhound Park, Inc., for working capital to operate the Mortgaged Property ("Operating Expenses"). (ii) Provided there is then no Event of Default, Borrower may request by written notice to Lender from time to time that Lender disburse all or any portion of the Holdback Funds, which request shall be accompanied by: (a) To Buyerwith respect to the first such request, evidence satisfactory to Lender that approximately $1,000,000.00 of the initial $5,400,000.00 disbursement of the loan proceeds has been used by Borrower or Guarantor to pay (a) approximately $397,598.64 to the Autotote Settlement of any litigation or judgments, (b) $300,000.00 to accounts payable owed by Borrower or its sole member, Wonderland Greyhound Park, Inc., as of the date of this Agreement and (c) $300,000.00 to Charles F. Sarkis ("Sarkis") in partial repayment ox xxxxxxxxxxx xxxebtxxxxxx on loans made by Sarkis to Borrower or Guarantor; (b) an updated rent rxxx xxr the Mortgaged Property, certified by Borrower as accurate and complete in all material respects, certifying the gross rental income from the Mortgaged Property, including the gross rental income from such future lease; (c) a certification (accompanied by written documentation acceptable to the Lender) from Borrower that the portion of the Holdback Funds so disbursed shall be used to pay for Stock Redemption or Operating Expenses; and (d) a date down endorsement to Lender's title insurance policy covering the Mortgaged Property, which (a) amends the date of the policy to the date of such disbursement, (b) increases the amount insured under Lender's policy by the amount being disbursed, and (c) contains no exceptions (including without limitation delinquent taxes, mechanics liens and parties in possession except as tenants only) in addition to the exceptions set forth in the title insurance policy issued to Lender in connection with the initial closing of the Loan. (iii) Provided no Event of Default under any Loan Document has occurred and remains uncured beyond any applicable cure period, Lender agrees to disburse such requested portion of the Holdback Funds within five (5) business days following Escrow Agent’s after receipt of the joint written instructions of Seller and Buyer, as provided at Section 3 abovedocuments described in this Section. (b) In the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d), that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer within five (5) business days of Escrow Agent being provided with a true and correct copy of the Arbitrator’s final and binding decision, certified by the Arbitrator. However, should the balance of the Holdback Funds be less than the amount(s) specified in the Arbitrator’s final and binding decision, then, the balance of the Holdback Funds shall be disbursed, and Escrow Agent’s obligations hereunder shall forthwith terminate. (c) Upon termination of this Agreement according to the Term hereof, Escrow Agent shall disburse to Seller, upon joint written instruction of Seller and Buyer, all Holdback Funds, if any, not previously disbursed to Buyer, EXCEPT to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Provided, however, upon the written request of any party received by Escrow Agent prior to termination of this Agreement, Escrow Agent shall delay final disbursement until such time as it shall receive joint written instruction from Seller and Buyer that all post-Closing accounting adjustments have been made in accordance with Section 11(c) of the Purchase Agreement, and upon receipt of such joint written instruction, Agent shall disburse all remaining Holdback Funds, if any, as directed in said joint written instruction.

Disbursement of Holdback Funds. Escrow Agent shall make disbursements (i) Fifty percent (50%) of the Holdback Funds as follows: shall be released by Escrow Holder to Seller on or before December 31, 2013 if (ai) To Buyerthe aggregate Hospital Gross Revenue for October and November, within five 2013 is equal to or greater than Forty Million Dollars (5$40,000,000); (ii) business days following Seller submits to Buyer Seller’s calculation of such Hospital Gross Revenue for such period on or before December 15, 2013; (iii) the Hospital Waiver Condition is then satisfied; and (iv) Buyer delivers to Escrow Agent’s receipt Holder written confirmation that such portion of the joint Holdback Funds are to be released to Seller. Buyer shall either deliver such written instructions of confirmation to Escrow Holder or provide to Seller and Escrow Holder Buyer, as provided at Section 3 above. (b) In ’s written election to have the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d), that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer Hospital Gross Revenue figure verified by Hospital Tenant’s Accountants within five (5) business days of Escrow Agent being provided with a true and correct copy Buyer’s receipt of Seller’s calculation of such Hospital Gross Revenue. Buyer shall be deemed to have not elected to have the Hospital Gross Revenue figure verified by Hospital Tenant’s Accountants if Buyer fails to elect the same in writing within such five (5) business days. Additionally, if Buyer fails to dispute in writing the then satisfaction of the ArbitratorHospital Waiver Condition within such five (5) business days, Buyer shall be deemed to have irrevocably confirmed the satisfaction thereof. If Buyer is deemed to have not elected to have the Hospital Gross Revenue figure verified by Hospital Tenant’s final Accountants and binding decision, certified by provided Buyer has not delivered written notice to Seller and Escrow Holder of the Arbitrator. However, should failure of any of the balance other conditions to the release of such portion of the Holdback Funds be less than within five (5) business days of Buyer’s receipt of Seller’s calculation of such Hospital Gross Revenue, then Escrow Holder shall release such portion of the amount(sHoldback Funds to Seller upon Seller’s demand, without the necessity of Buyer’s execution of any further instructions. If Buyer timely elects to have the Hospital Gross Revenue figure verified by Hospital Tenant’s Accountants, (x) specified in the Arbitrator’s final and binding decision, then, the balance such portion of the Holdback Funds shall be retained in Escrow, and (y) such figure shall be verified by Hospital Tenant’s Accountants pursuant to Schedule 1 attached hereto. If pursuant to Schedule 1, it is determined that the aggregate Hospital Gross Revenue for October and November, 2013 is equal to or greater than Forty Million Dollars ($40,000,000) and provided the other conditions to the release of such portion of the Holdback Funds are then satisfied, such portion of the Holdback Funds shall be released to Seller. If pursuant to Schedule 1, it is determined that the aggregate Hospital Gross Revenue for October and November, 2013 is less than Forty Million Dollars ($40,000,000), the entire amount of the Holdback Funds shall be retained in Escrow and thereafter disbursed, and Escrow Agentif at all, pursuant to Section 13(b)(ii) below. If the applicable portion of the Holdback Funds have not been released to Seller pursuant to this Section 13(b)(i) by December 31, 2013, Seller shall have no further right to the disbursement of the Holdback Funds under this Section 13(b)(i). Notwithstanding the foregoing, if as of December 31, 2013, the Parties are in the process of utilizing Schedule 1 to determine the Hospital Gross Revenue for the applicable period, Seller’s obligations hereunder right to receive the applicable portion of the Holdback Funds pursuant to this Section 13(b)(i) shall forthwith terminatebe stayed until the final resolution thereof. (cii) Upon termination of this Agreement according to the Term hereof, Escrow Agent shall disburse to Seller, upon joint written instruction of Seller and Buyer, all The Holdback Funds, less the portion previously disbursed pursuant to Section 13(b)(i) above, if any, not previously disbursed to Buyer, EXCEPT to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Provided, however, upon the written request of any party received shall be released by Escrow Agent prior Holder to termination of this Agreement, Escrow Agent shall delay final disbursement until Seller at such time as it (i) the Coverage Ratio for any trailing six (6) month period ending no sooner than January 31, 2014 is at least 2.5:1; (ii) Seller submits to Buyer Seller’s calculation of such Coverage Ratio for such period; (iii) the Hospital Waiver Condition is then satisfied; and (iv) Buyer delivers to Escrow Holder written confirmation that the Holdback Funds are to be released to Seller. Buyer shall receive joint either deliver such written instruction from confirmation to Escrow Holder or provide to Seller and Buyer that all post-Closing accounting adjustments Escrow Holder Buyer’s written election to have been made in accordance with Section 11(cthe Coverage Ratio verified by Hospital Tenant’s Accountants within ten (10) days of the Purchase Agreement, and upon Buyer’s receipt of Seller’s calculation of such joint written instruction, Agent Coverage Ratio for such period. Buyer shall disburse all remaining Holdback Fundsbe deemed to have not elected to have the Coverage Ratio verified by Hospital Tenant’s Accountants if Buyer fails to elect the same in writing within such ten (10) days. Additionally, if any, as directed in said joint written instruction.Buyer fails to

Disbursement of Holdback Funds. Escrow Agent shall make disbursements (i) Subject to the terms of Section 13(b)(iii), fifty percent (50%) of the Holdback Funds shall be released by Escrow Holder to Seller at such time as follows: (ax) To Buyer, within five the Coverage Ratio for any Test Period following the Close of Escrow is at least 2.0:1 (5) business days following Escrow Agent’s receipt of the joint written instructions of Seller and Buyer, as provided at Section 3 above. (b) In the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d“Initial Qualifying Test Period”), and (y) Buyer delivers to Escrow Holder written confirmation that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer within five fifty percent (550%) business days of Escrow Agent being provided with a true and correct copy of the Arbitrator’s final and binding decision, certified by the Arbitrator. However, should the balance of the Holdback Funds are to be less than released to Seller. Following the amount(soccurrence of the Initial Qualifying Test Period and the release of fifty percent (50%) specified in of the Arbitrator’s final Holdback Funds, and binding decision, thensubject to the terms of Section 13(b)(iii), the remaining balance of the Holdback Funds shall be disbursedreleased by Escrow Holder to Seller at such time as (A) the Coverage Ratio for any Test Period following the Initial Qualifying Test Period (the “Second Qualifying Test Period”) is at least 2.0:1, (B) Seller has satisfied the Physician Lease Guarantee Condition (as defined below), and (C) Buyer delivers to Escrow Agent’s obligations hereunder Holder written confirmation that fifty percent (50%) of the Holdback Funds are to be released to Seller. Escrow Holder shall forthwith terminatenot release any portion of the Holdback Funds until it has received written confirmation from Buyer that Seller is entitled to receive such portion of the Holdback Funds pursuant to the terms of this Section 13(b)(i). (cii) Upon termination Promptly following Buyer’s receipt of this Agreement according Seller’s written request, which shall not be made more frequently than quarterly, Buyer shall deliver to Seller the Buyer’s calculation of the Coverage Ratio for the Test Period(s) covered by Seller’s written request. If (x) Buyer’s calculation of the Coverage Ratio for any Test Period following the Close of Escrow is at least 2.0:1 and (y) with respect to the Term hereofSecond Qualifying Test Period only, Seller has satisfied the Physician Lease Guarantee Condition, then Buyer shall deliver confirmation of same to Seller and Escrow Holder and Escrow Holder thereafter shall release the relevant portion of the Holdback Funds directly to Seller upon Seller’s demand, without the necessity of the execution of any further instructions by either Buyer or Seller. If Buyer’s calculation of the Coverage Ratio for any Test Period following the Close of Escrow is less than 2.0:1, Seller shall have a period of ten (10) business days following receipt of Buyer’s calculation of the Coverage Ratio for such Test Period(s) within which to submit the determination of the calculation of the Coverage Ratio for such Test Period(s) to binding arbitration by delivering written notice of such election to Buyer prior to the expiration of such ten (10) business day period. If Seller timely elects to submit the determination of the Coverage Ratio to binding arbitration, then (A) the Holdback Funds shall be retained in Escrow and (B) the parties shall utilize the process set forth in Schedule 13 to determine the Coverage Ratio for the applicable Test Period(s). If (X) pursuant to Schedule 13 it is determined that the Coverage Ratio was at least 2.0:1 for the applicable Test Period(s) and (Y) with respect to the Second Qualifying Test Period only, Seller has satisfied the Physician Lease Guarantee Condition, then Buyer shall send written confirmation of same to Escrow Holder and instruct Escrow Holder to release the applicable portion of the Holdback Funds to Seller. If pursuant to Schedule 13 it is determined that the Coverage Ratio was less than 2.0:1 for the applicable period, then the Holdback Funds shall be retained in Escrow and thereafter disbursed pursuant to this Section 13(b). (iii) Notwithstanding the terms of Sections 13(b)(i) and (ii), if as of and on the Escrow Release Date, (x) any portion of the Holdback Funds have not been released to Seller by the Escrow Release Date, (y) the parties are not then in the process of utilizing Schedule 13 to determine the Coverage Ratio for any Test Period that ended on or prior to the Escrow Release Date, and (z) with respect to the Second Qualifying Test Period only, Seller has not then satisfied the Physician Lease Guarantee Condition, then upon Buyer’s written demand therefor to Escrow Holder and Seller, Escrow Agent Holder shall disburse to Seller, upon joint written instruction of Seller and Buyer, all release the Holdback Funds, if any, not previously disbursed Funds or the portion thereof still held by Escrow Holder to Buyer, EXCEPT . Notwithstanding anything herein to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Providedcontrary, however, upon if as of and on the written request Escrow Release Date, the parties are in the process of utilizing Schedule 13 to determine the Coverage Ratio for any party received by Escrow Agent Test Period that ended on or prior to termination of this Agreementthe Escrow Release Date, then Escrow Agent Holder shall delay final disbursement continue to hold the Holdback Funds then in its possession until such time as it shall receives from Buyer confirmation that Seller is entitled to receive joint written instruction from Seller and Buyer that all post-Closing accounting adjustments have been made in accordance with the Holdback Funds (or any portion thereof) pursuant to the terms of this Section 11(c) of the Purchase Agreement, and upon receipt of such joint written instruction, Agent shall disburse all remaining Holdback Funds, if any, as directed in said joint written instruction13.

Disbursement of Holdback Funds. Escrow Agent shall make disbursements (i) Subject to the terms of Section 13(b)(iii), fifty percent (50%) of the Holdback Funds shall be released by Escrow Holder to Seller at such time as follows: (ax) To Buyer, within five the Coverage Ratio for any Test Period following the Close of Escrow is at least 2.0:1 (5) business days following Escrow Agent’s receipt of the joint written instructions of Seller and Buyer, as provided at Section 3 above. (b) In the event Seller fails to comply with its obligation to provide written instructions for disbursement in accordance with Section 3 above and the dispute has been arbitrated in accordance with this Agreement, then Escrow Agent shall disburse amounts to Buyer to the extent and in the amount the Arbitrator provides, in his final and binding decision as provided at Section 2(d“Initial Qualifying Test Period”), and (y) Buyer delivers to Escrow Holder written confirmation that Buyer is entitled to for Post-Closing Asserted Defects and/or Material Costs. Such disbursement shall be made to Buyer within five fifty percent (550%) business days of Escrow Agent being provided with a true and correct copy of the Arbitrator’s final and binding decision, certified by the Arbitrator. However, should the balance of the Holdback Funds are to be less than released to Seller. Following the amount(soccurrence of the Initial Qualifying Test Period and the release of fifty percent (50%) specified in of the Arbitrator’s final Holdback Funds, and binding decision, thensubject to the terms of Section 13(b)(iii), the remaining balance of the Holdback Funds shall be disbursedreleased by Escrow Holder to Seller at such time as (A) the Coverage Ratio for any Test Period following the Initial Qualifying Test Period is at least 2.0:1, and (B) Buyer delivers to Escrow Agent’s obligations hereunder Holder written confirmation that fifty percent (50%) of the Holdback Funds are to be released to Seller. Escrow Holder shall forthwith terminatenot release any portion of the Holdback Funds until it has received written confirmation from Buyer that Seller is entitled to receive such portion of the Holdback Funds pursuant to the terms of this Section 13(b)(i). (cii) Upon termination Promptly following Buyer’s receipt of this Agreement according Seller’s written request, which shall not be made more frequently than quarterly, Buyer shall deliver to Seller the Buyer’s calculation of the Coverage Ratio for the Test Period(s) covered by Seller’s written request. If Buyer’s calculation of the Coverage Ratio for any Test Period following the Close of Escrow is at least 2.0:1, Buyer shall deliver confirmation of same to Seller and Escrow Holder and Escrow Holder thereafter shall release the relevant portion of the Holdback Funds directly to Seller upon Seller’s demand, without the necessity of the execution of any further instructions by either Buyer or Seller. If Buyer’s calculation of the Coverage Ratio for any Test Period following the Close of Escrow is less than 2.0:1, Seller shall have a period of ten (10) business days following receipt of Buyer’s calculation of the Coverage Ratio for such Test Period(s) within which to submit the determination of the calculation of the Coverage Ratio for such Test Period(s) to binding arbitration by delivering written notice of such election to Buyer prior to the Term hereofexpiration of such ten (10) business day period. If Seller timely elects to submit the determination of the Coverage Ratio to binding arbitration, then (x) the Holdback Funds shall be retained in Escrow and (y) the parties shall utilize the process set forth in Schedule 13 to determine the Coverage Ratio for the applicable Test Period(s). If pursuant to Schedule 13 it is determined that the Coverage Ratio was at least 2.0:1 for the applicable Test Period(s), then Buyer shall send written confirmation of same to Escrow Holder and instruct Escrow Holder to release the applicable portion of the Holdback Funds to Seller. If pursuant to Schedule 13 it is determined that the Coverage Ratio was less than 2.0:1 for the applicable period, then the Holdback Funds shall be retained in Escrow and thereafter disbursed pursuant to this Section 13(b). (iii) Notwithstanding the terms of Sections 13(b)(i) and (ii), if as of and on the Escrow Release Date, (x) any portion of the Holdback Funds have not been released to Seller by the Escrow Release Date, and (y) the parties are not then in the process of utilizing Schedule 13 to determine the Coverage Ratio for any Test Period that ended on or prior to the Escrow Release Date, then upon Buyer’s written demand therefor to Escrow Holder and Seller, Escrow Agent Holder shall disburse to Seller, upon joint written instruction of Seller and Buyer, all release the Holdback Funds, if any, not previously disbursed Funds or the portion thereof still held by Escrow Holder to Buyer, EXCEPT . Notwithstanding anything herein to the extent of any amounts then pending pursuant to Sections 2(e), 3 or 4(b) hereof. Providedcontrary, however, upon if as of and on the written request Escrow Release Date, the parties are in the process of utilizing Schedule 13 to determine the Coverage Ratio for any party received by Escrow Agent Test Period that ended on or prior to termination of this Agreementthe Escrow Release Date, then Escrow Agent Holder shall delay final disbursement continue to hold the Holdback Funds then in its possession until such time as it shall receives from Buyer confirmation that Seller is entitled to receive joint written instruction from Seller and Buyer that all post-Closing accounting adjustments have been made in accordance with the Holdback Funds (or any portion thereof) pursuant to the terms of this Section 11(c) of the Purchase Agreement, and upon receipt of such joint written instruction, Agent shall disburse all remaining Holdback Funds, if any, as directed in said joint written instruction13.