Disbursements from Escrow Sample Clauses

Disbursements from Escrow. Within 180 days following a Final Determination that FTC’s Subchapter S election will not be reinstated retroactively to September 23, 2020 or no later than five (5) business days following a Final Determination that FTC’s Subchapter S election will be reinstated retroactively to September 23, 2020, as applicable, BancPlus and the Representative jointly shall prepare and provide to the Escrow Agent a joint written notice (“Notice”) reflecting the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses (as defined below), if any. The Escrow Agent shall promptly, but no later than two (2) business days after the receipt of the Notice (A)(1) disburse to BancPlus a portion of the Escrow Amount having an aggregate value equal to the Tax Equivalency Payment, if any, as set forth in the Notice and (2) disburse to the Representative out of the Escrow Amount an amount equal to the documented cost and expenses (including any filing fees) actually and reasonably incurred by the Representative in connection with or related to (x) the fulfillment of his obligations or exercise of his rights under this Agreement and (y) payments made to the IRS or to Representative’s counsel or experts in connection with, related to, or during the process of determining and/or reaching (i) the amount of the Tax Equivalency Payment or (ii) a Final Determination (the “Reimbursed Representative Expenses”), if any, each as set forth in the Notice and (B) disburse to the Exchange Agent for the benefit of the former shareholders of FTC, on a pro rata basis in accordance with the FTC shares of common stock formerly held by such shareholders as of immediately prior to the Effective Time, the excess, if any, of the remainder of the Escrow Amount over the sum of fees assessed against the Escrow Amount pursuant to Section 8(b), the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any, each as set forth in the Notice.

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. 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. The funds and documents deposited into Escrow pursuant hereto shall be distributed as follows: (a) Upon receipt, prior to the Expiration Date (as defined in the Subscription Agreement), of a certificate executed by an officer of the Administrative Agent stating that the Tranche A Equity Subscription Date has occurred and that amounts remain outstanding on the Tranche A Loan, the Escrow Agent shall deliver the Purchase Notices to the Administrative Agent. The Escrow Agent shall send copies of such Purchase Notices and the Administrative Agent's certificate delivered under this subsection (a) to the Issuer. (b) Upon receipt of Subscription Funds from an Equity Investor and a certificate executed by an officer of the Administrative Agent which states the number of shares of Preferred Stock and Common Stock or Warrants that the Equity Investor has purchased from the Issuer, the Escrow Agent shall (i) deliver by wire transfer to the Administrative Agent the amount of the Subscription Funds, (ii) complete the Preferred Stock Certificate by filling in the number of shares of Preferred Stock purchased by the Equity Investor (as indicated in the Administrative Agent's certificate) and deliver to such Equity Investor the Preferred Stock Certificate, (iii) if the Administrative Agent's certificate states that the Equity Investor has purchased Common Stock, complete the Transfer Agent Instructions by filling in the number of shares of Common Stock purchased (as indicated in such the Administrative Agent's certificate) and send to the transfer agent the Transfer Agent Instructions instructing the transfer agent to issue certificates to the Equity Investor representing shares of Common Stock and (iii) if the Administrative Agent's certificate states that the Equity Investor has purchased Warrants, complete the Warrant by filling in the number of shares of Common Stock subject to the Warrants (as indicated in the Administrative Agent's certificate) and send the Warrants to the Equity Investor. The Escrow Agent shall send copies of the Preferred Stock Certificates, Transfer Agent Instructions or Warrants sent to each Equity Investor, as well as a copy of the Administrative Agent's certificate delivered under this subsection (b) to the Issuer. (c) Upon receipt of a certificate executed by an officer of the Administrative Agent stating that (a) the Tranche A Term Loan has been paid in full or (b) the Expiration Date (as defined in the Subscription Agreement) has occurred pr...

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. (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. 4.1 Upon receipt of an authorization letter from Bingxxx xx accordance with the terms of Section 4.2 and in substantially the form attached hereto as Exhibit 4.1 (the "Notice"), Escrow Agent is authorized to disburse the Escrow Assets to the Shareholders, 60% to Simpxxx, 00% to Zelenock and 10% to Urban, in accordance with the following schedule: (a) 33 1/3% of the Escrow Assets one (1) year after the date of this Agreement (the "Escrow Date"); (b) 33 1/3% of the Escrow Assets two (2) years after the Escrow Date; and (c) 33 1/3% of the Escrow Assets three (3) years after the Escrow Date. 4.2 In order for the Shareholders to receive the Escrow Assets, the Technology Agreement must be in full force and effect and Simpxxx xxx Zelexxxx xxxll not be in default of Section 10 of the Technology Agreement. Upon the Shareholders' request, Bingxxx xxxll determine if the Shareholders have met the foregoing requirements and deliver the Notice to Escrow Agent which will state whether the Escrow Agent is authorized to disburse the Escrow Assets to the Shareholders. 4.3 In the event that a Shareholder is no longer a party to the Technology Agreement on the date when the Escrow Assets are authorized to be disbursed, that portion of the Escrow Assets such Shareholder would have received shall be distributed to the remaining Shareholders, in accordance with their respective percentage interests in the Escrow Assets. 4.4 In the event the Technology Agreement is no longer in full force and effect or Simpxxx xxx Zelexxxx xxx in default under Section 10 of the Technology Agreement, pursuant to Section 4.2, Bingxxx xxxll deliver the Notice to Escrow Agent instructing Escrow Agent to release the remaining Escrow Assets to Bingxxx.

Disbursements from Escrow. 6 Section 3.1. Condition to Disbursement................................................... 6 Section 3.2.

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.