Common use of Disbursement Request Clause in Contracts

Disbursement Request. At any time prior to the Termination Date, upon written certification by the Purchaser to the Escrow Agent (i) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 10.2 of the Asset Purchase Agreement (an “ Indemnification Claim Amount ”) and such amount has not been paid, (ii) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.14 of the Asset Purchase Agreement (an “ Elop Claim Amount ”), and such amount has not been paid; (iii) that an amount in is due and payable by the Seller to the Purchaser pursuant to Section 8.15 of the Asset Purchase Agreement (an “ United Mizrachi Bank Claim Amount ”) and such amount has not been paid, or (iv) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.16 of the Asset Purchase Agreement (an “ OCS Claim Amount ”), and such amount has not been paid, the Purchaser (on its own behalf or on behalf of any other Person to whom such amount is to be paid) may request a disbursement, subject to Article 3 hereof, from the Escrow Account in payment of such amount, or a portion thereof, if any, by delivering to the Escrow Agent and the Seller a written notice (a “ Purchaser Payment Request ”) which specifies the Indemnification Claim Amount, the Elop Claim Amount, the United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and which may include instructions to the Escrow Agent to sell Escrow Shares on behalf of the Seller in customary broker transactions on the OTC Bulletin Board (or wherever the Common Stock is then listed or quoted for trading) in an amount equal to the Indemnification Claim Amount, the Elop Claim Amount, United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and to wire the proceeds from such sale to the account of the Purchaser set forth in the Purchaser Payment Request. Each Purchaser Payment Request shall be accompanied by a representation to the Escrow Agent that a copy of such Purchaser Payment Request has been provided to the Seller.

Disbursement Request. At any time prior to the Termination Date, upon written certification Upon receipt by the Purchaser to the Escrow Agent of a disbursement request, as set forth in Exhibit A hereto (i) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 10.2 of the Asset Purchase Agreement (an “ Indemnification Claim Amount ”) and such amount has not been paid, (ii) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.14 of the Asset Purchase Agreement (an “ Elop Claim Amount “Disbursement Request”), and such amount has not been paid; (iii) that an amount in is due and payable executed by the Seller to Buyer and the Purchaser pursuant to Section 8.15 of the Asset Purchase Agreement (an “ United Mizrachi Bank Claim Amount ”) and such amount has not been paidStockholders’ Representative, or (iv) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.16 of the Asset Purchase Agreement (an “ OCS Claim Amount ”), and such amount has not been paid, the Purchaser (on its own behalf or on behalf of any other Person to whom such amount is to be paid) may request a disbursement, subject to Article 3 hereof, from the Escrow Account in payment of such amount, or a portion thereof, if any, by delivering to the Escrow Agent is hereby authorized and directed to deliver the portion of the Escrow Amount in accordance with the joint written instructions of the Buyer and the Seller a written notice Stockholders’ Representative in such Disbursement Request, within two (a “ Purchaser Payment Request ”2) which specifies Business Days following receipt of such Disbursement Request. Claims against the Indemnification Claim Escrow Amount shall first, be paid from the amount of the Cash Escrow Deposit in the Escrow Amount, and second, once the Elop Claim Amounttotal amount of the Cash Escrow Deposit has been disbursed, the United Mizrachi Bank Claim Amount or the OCS Claim Amount, be paid as the case may be, and which may include instructions a transfer to the Escrow Agent to sell Buyer Indemnified Party the number of Escrow Shares on behalf of the Seller in customary broker transactions on the OTC Bulletin Board (or wherever the Common Stock that is then listed or quoted for trading) in an amount equal to the claim amount (or remaining portion thereof), divided by the Share Value per Escrow Share, rounded down to the nearest whole share. Notwithstanding the foregoing; if Escrow Shares otherwise would be disbursed to the Buyer Indemnified Party against an Indemnification Claim Amountpursuant to this Agreement, but the Stockholders’ Representative notifies the Buyer in writing that, in the Stockholders’ Representative reasonable opinion, the Elop effect of such disbursement, if made, would cause the Transaction to fail to satisfy the Control Requirement, the Stockholders’ Representative may cause all or part of such Indemnification Claim Amount, United Mizrachi Bank Claim Amount or to be satisfied by a cash payment directly to the OCS Claim Amount, as the case may beBuyer Indemnified Party, and to wire the proceeds from such sale Disbursement Request shall instead direct that the number of Escrow Shares that is equal to the account amount of the Purchaser set forth in the Purchaser Payment Request. Each Purchaser Payment Request shall be accompanied by a representation cash paid directly to the Buyer Indemnified Party, based on the Share Value per Escrow Agent that a copy of such Purchaser Payment Request has been provided Share (rounded down to the Sellernearest whole share), be disbursed to the Stockholders pro rata based upon their Per Share Portion.

Disbursement Request. (a) At any time prior to the Termination Date, upon written certification by the Purchaser Gateway to the Escrow Agent (i) that an amount is due and payable by the Seller Xx. Xxx to Gateway pursuant to the Purchaser pursuant to Section 10.2 of the Asset Purchase Indemnification Agreement (an “ Indemnification a “Claim Amount Amount”) and such amount has not been paid, (ii) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.14 of the Asset Purchase Agreement (an “ Elop Claim Amount ”), and such amount has not been paid; (iii) that an amount in is due and payable by the Seller to the Purchaser pursuant to Section 8.15 of the Asset Purchase Agreement (an “ United Mizrachi Bank Claim Amount ”) and such amount has not been paid, or (iv) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.16 of the Asset Purchase Agreement (an “ OCS Claim Amount ”), and such amount has not been paid, the Purchaser Gateway (on its own behalf or on behalf of any other Person to whom such amount is to be paid) may request a disbursement, subject to Article 3 hereofSection 3.1, from the Escrow Account in payment of such amount, or a the undisputed portion thereof, if any, by delivering to the Escrow Agent and the Seller Xx. Xxx a written notice (a “ Purchaser “Gateway Payment Request Request”) which specifies the Indemnification Claim Amount, the Elop Claim Amount, the United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and which may include instructions to the Escrow Agent to sell Escrow Shares on behalf of the Seller in customary broker transactions on the OTC Bulletin Board (or wherever the Common Stock is then listed or quoted for trading) in an amount equal to the Indemnification Claim Amount, the Elop Claim Amount, United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and to wire the proceeds from such sale to the account of the Purchaser set forth in the Purchaser Payment Request. Each Purchaser Gateway Payment Request shall be accompanied by a representation to the Escrow Agent that a copy of such Purchaser Gateway Payment Request has been provided to Xx. Xxx. The Escrow Agent promptly shall mail a copy of such Gateway Payment Request to Xx. Xxx at the Selleraddress set forth in Section 5.2. (b) At any time prior to the Termination Date, upon written certification by Xx. Xxx to the Escrow Agent that he is entitled to Escrow Shares pursuant to Section 10 of the Indemnification Agreement (a “Xx. Xxx Claim Amount”) and such shares have not been released, Xx. Xxx may request a disbursement, subject to Section 3.1, from the Escrow Account of such shares, or the undisputed amount thereof, if any, by delivering to the Escrow Agent and Gateway a written notice (a “Xx. Xxx Release Request”) which specifies the Xx. Xxx Claim Amount. Each Xx. Xxx Release Request shall be accompanied by a representation to the Escrow Agent that a copy of such Xx. Xxx Release Request has been provided to Gateway. The Escrow Agent promptly shall mail a copy of such Xx. Xxx Release Request to Gateway at the address set forth in Section 5.2.

Disbursement Request. At any time prior to the Termination Date, upon written certification by the Purchaser to the Escrow Agent (i) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 10.2 of the Asset Purchase Agreement (an “ “Indemnification Claim Amount Amount”) and such amount has not been paid, (ii) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.14 of the Asset Purchase Agreement (an “ “Elop Claim Amount Amount”), and such amount has not been paid; (iii) that an amount in is due and payable by the Seller to the Purchaser pursuant to Section 8.15 of the Asset Purchase Agreement (an “ “United Mizrachi Bank Claim Amount Amount”) and such amount has not been paid, or (iv) that an amount is due and payable by the Seller to the Purchaser pursuant to Section 8.16 of the Asset Purchase Agreement (an “ “OCS Claim Amount Amount”), and such amount has not been paid, the Purchaser (on its own behalf or on behalf of any other Person to whom such amount is to be paid) may request a disbursement, subject to Article 3 hereof, from the Escrow Account in payment of such amount, or a portion thereof, if any, by delivering to the Escrow Agent and the Seller a written notice (a “ “Purchaser Payment Request Request”) which specifies the Indemnification Claim Amount, the Elop Claim Amount, the United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and which may include instructions to the Escrow Agent to sell Escrow Shares on behalf of the Seller in customary broker transactions on the OTC Bulletin Board (or wherever the Common Stock is then listed or quoted for trading) in an amount equal to the Indemnification Claim Amount, the Elop Claim Amount, United Mizrachi Bank Claim Amount or the OCS Claim Amount, as the case may be, and to wire the proceeds from such sale to the account of the Purchaser set forth in the Purchaser Payment Request. Each Purchaser Payment Request shall be accompanied by a representation to the Escrow Agent that a copy of such Purchaser Payment Request has been provided to the Seller.