Disbursements from Escrow Sample Clauses

Disbursements from Escrow. The Escrow Agent will disburse the Escrow: (a) to the Company within five business days of the Escrow Agent’s receipt of a notice jointly executed by X’Xxxxx and the Company stating that: “The Company is entitled to receive the escrow funds because (i) each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of the Merger Agreement have been duly performed by the Company and the Company is not otherwise in breach of any provision of the Merger Agreement, and (ii) all of the conditions to Parent and Purchaser’s obligations to effect the Merger are satisfied except for the condition set forth in Section 6.02(a) of the Merger Agreement;” (b) to X’Xxxxx within five business days of the Escrow Agent’s receipt of a notice jointly executed by X’Xxxxx and the Company stating that: “X’Xxxxx is entitled to receive the escrow funds pursuant to the terms of the Merger Agreement;” (c) to X’Xxxxx five business days after July 31, 2004 if the Escrow Agent has not received a written demand from the Company that the Escrow Agent disburse the Escrow to the Company by the date of such disbursement; provided, however, that, notwithstanding the receipt by the Escrow Agent of such a demand from the Company, the Escrow Agent shall not disburse the Escrow to the Company in such circumstances unless one of the other provisions of this Section 3.2 is also satisfied; (d) to the Company within five business days of the Escrow Agent’s receipt of a notice jointly executed by X’Xxxxx and the Company stating that: “The Company is entitled to receive the escrow funds because the Company terminated the Merger Agreement pursuant to Section 7.01(e)(i) of the Merger Agreement;” (e) to the Company pursuant to a final, non appealable, court order determining that (i) the conditions referred to in (a)(i) and (ii) above have been satisfied or (ii) the Merger Agreement was terminated and the conditions referred to in (d) above have been satisfied; or (f) to X’Xxxxx pursuant to a final, non appealable, court order determining that the Merger Agreement was terminated and (i) the conditions in (a)(i) and
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Disbursements from Escrow. Stephan, xxx Xuyer and the Seller agree to provide in writing to the Escrow Agent instructions as to the amount and method of disbursing the shares of Escrowed Stock. Such instructions to the Escrow Agent, and the amount of Escrowed Stock to be distributed by the Escrow Agent, shall be in accordance with the following terms and conditions: (i) all amounts in escrow shall be disbursed to the Seller on the one year anniversary date of the Closing (the "Disbursement Date"); provided, however, if prior to the Disbursement Date the Buyer makes a claim against the amounts remaining in escrow pursuant to subsection (ii) of this Section 2.10, or if prior to the Disbursement Date the Buyer makes a claim against the amounts in escrow pursuant to subsection (iii) of this Section 2.10, then Escrowed Stock having a value equal to the amount of each such claim shall be held in escrow (beyond the Disbursement Date, if necessary) until joint written instructions from Stephan, xxx Xuyer and the Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, xxx Xuyer and the Seller to arbitrate the dispute shall be received by the Escrow Agent regarding the resolution of such claims and amounts; (ii) If, prior to the Disbursement Date, the Buyer makes a claim against the Seller pursuant to Section 6 hereof, then the Buyer shall notify the Escrow Agent in writing prior to the Disbursement Date of the amount of such claim and the Escrow Agent will reserve in escrow (beyond the Disbursement Date, if necessary) Escrowed Stock having a value equal to the amount of such claim until such time as the Escrow Agent shall receive joint written instructions from the Buyer, Stephan xxx xxe Seller or an order of any court of law having jurisdiction over such claim or the order of an arbitrator selected by Stephan, Xxxxr and the Seller to arbitrate the dispute regarding the resolution of such claim and such amounts; (iii) If, prior to the Disbursement Date, the Escrow Agent receives written notice from the Buyer, a copy of which notice shall be sent simultaneously by the Buyer to the Seller, as to a Purchase Price adjustment determined in accordance with Section 2.9 hereof, then, Escrowed Stock having a value equal to such Purchase Price adjustment shall be distributed to the Buyer within 10 business days of such written notice unless a written notice is received by the Escrow Agent from the Seller disputing such Purchase Pric...
Disbursements from Escrow. (a) Zenith and RlSCORP agree to cause all funds currently on deposit with the Escrow Agent to be distributed as soon as reasonably practicable, but in no event later than 20 business days after execution of this Settlement Agreement, as follows: (i) Six million dollars ($6,000,000) to Zenith; and (ii) the balance of all principal and interest to RISCORP, Inc. (b) Following the foregoing disbursement of funds, the Escrow Agreement shall be terminated and the parties shall execute such documents or instruments as may be reasonably necessary to evidence such termination. (c) RISCORP acknowledges that Zenith intends to treat the amounts received under this paragraph 2 as reimbursement for unexpected expenses incurred by Zenith in connection with carrying on the Business acquired from RISCORP.
Disbursements from Escrow. (a) In the event Buyer is entitled to a disbursement from the Escrow Funds in accordance with Sections 4 or 5 above, Buyer shall deliver to Seller and Escrow Agent a notice setting forth the amount due to Buyer together with reasonable back-up documentation (a “Payment Request”). In no event shall Buyer be entitled to submit a Payment Request t pursuant to this Agreement more than once per calendar quarter. (b) In the event Seller delivers a Dispute Notice pursuant to Section 3(d) above, Seller and Buyer shall attempt to resolve any differences with respect to the parties’ obligations hereunder for a period of ten (10) business days following receipt of the Dispute Notice. In the event the parties are not able to resolve the amount due to Buyer within such ten (10) business day period, then the determination of Buyer’s rights with respect to the Escrow Funds shall be submitted to arbitration pursuant to Section 7 below.
Disbursements from Escrow. The Parties agree that the Escrow Agent shall hold the Shares in its possession until: a. The receipt of a written confirmation signed by both Greensteam and Aera instructing the Escrow Agent to release any portion of the Shares to Aera, the Company or another escrow agent. The written notice shall instruct the Escrow Agent as to the time, place, and manner to deliver the Shares. The parties agree and acknowledge that if less than all of the Shares are to be released to Aera pursuant to the Amended Agreement, the Escrow Agent shall continue to hold any remaining Shares until instructed otherwise. Or b. The receipt of written confirmation signed by both Greensteam and Aera that the Amended Agreement is terminated. Upon receipt of such notification the Escrow Agent shall return any remaining Shares to the Company at the address provided herein.
Disbursements from Escrow. All disbursements from the Escrow shall be made by Escrow Holder's trust account check unless Escrow Holder receives written instructions to the contrary. Escrow Holder shall disburse funds by wire if the recipient or the recipient's agent requests such disbursement in writing.
Disbursements from Escrow. The parties shall ------------------------- forthwith request and instruct the Escrow Agent ========= to make the following disbursements from the Escrow Fund pursuant to the terms of separate joint written escrow instructions to Escrow Agent to be delivered by Parent, Seller, Affiliate, Buyer, and Lender: (i) To SAIC, a disbursement in the amount of $13,500,000.00 (Thirteen Million Five Hundred Thousand and 00/100 Dollars); (ii) To Cisco Systems Capital Corporation, forthwith, a disbursement in the amount of $27,800,000.00 (Twenty-Seven Million Eight Hundred Thousand and 00/100 Dollars); and (iii) Upon presentation to Escrow Agent of an Officer's Certificate from Buyer stating that the Claims Insurance Policy (as defined below) is in force, a disbursement to CAIS Internet, Inc. of cash in the amount necessary to reduce the Escrow Fund to a balance of $1,000.00 (One Thousand and 00/100 Dollars). Buyer and Lender agree that such cash disbursement shall be free and clear of any lien or claim of Buyer or of Lender.
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Disbursements from Escrow. The Escrow Assets shall be disbursed as follows: (a) Within three (3) Business Days following the final resolution of the loans identified on Schedule 2.3(i) of the Merger Agreement (the "Subject Loans"), Southern Missouri shall direct the Escrow Agent to disburse the Escrow Assets from the Escrow Account to Southern Missouri for the purpose of covering any Loss (as defined below) incurred by Southern Missouri in connection with the Subject Loans, as follows: (i) an amount of Escrow Consideration equal to such Loss shall be disbursed to Southern Missouri; and (ii) all Income attributed to the portion of the Escrow Consideration disbursed pursuant to Section 5(a)(i) shall correspondingly be disbursed to Southern Missouri. (b) If any Escrow Assets remain in the Escrow Account after the completion of the disbursements under Section 5(a), then within three (3) Business Days of that date the Escrow Agent shall distribute any such remaining Escrow Assets to the Shareholders, in accordance with Section 6. (c) For purposes of this Agreement, the term "Loss" means the difference between (i) the sum of (A) the outstanding principal balance of the Subject Loans as of the Closing Date, (B) the accrued but unpaid interest on the Subject Loans as of the Closing Date, and (C) all reasonable costs and expenses incurred by Southern Missouri or Southern Bank (or any of their respective designees, representatives or agents) related to the resolution of the Subject Loans, minus (ii) the sum of (A) all payments made on the outstanding principal of and accrued but unpaid interest on the Subject Loans after the Closing Date, and (B) the proceeds on the sale or other disposition of collateral securing the Subject Loans.
Disbursements from Escrow. (a) In the event either Buyer is entitled to a disbursement from the Escrow Funds in accordance with Section 4 above, such Buyer shall deliver to Sellers and Escrow Agent a notice setting forth the amount due to such Buyer together with reasonable substantiating documentation (a “Payment Request”). (b) In the event either Seller delivers a Dispute Notice pursuant to Section 3(d) above, such Seller and Buyers shall attempt to resolve any differences with respect to the parties’ obligations hereunder for a period of ten (10) business days following receipt of the Dispute Notice. In the event the parties are not able to resolve the amount due to such Buyer within such ten (10) business day period, then the determination of such Buyer’s rights with respect to the Escrow Funds shall be submitted to arbitration pursuant to Section 7 below.
Disbursements from Escrow. The Escrow Agxxx xxxxl at all times have authority to pay over and disburse the Retirement Amount in accordance with joint written instructions executed by Optelecom and by either David A. Brown or Andrew S. Brown ("Written Instructions").
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