Disbursements from Escrow. The Escrow Agent will disburse the Escrow:
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. (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:
Disbursements from Escrow. (a) The parties agree that, until all amounts are paid from the Escrow, any payment to be made on account of a Claim pursuant to this Article 8 shall be made from the Escrow Amount and that neither party shall be required to make a direct payment on account of a Claim until all funds contained in the Escrow have been distributed.
Disbursements from Escrow. 4.1. From time to time after the date of this Agreement, GSI may send Escrow Agent a notice (each, a “Claim Notice”) that it is entitled to indemnification pursuant to the Merger Agreement (a “Claim”). Each Claim Notice shall set forth the amount that GSI contends it is owed (or, if such amount cannot be determined presently, the reasonably estimated amount that GSI could be owed) and, in reasonable specificity, the basis for such contention.
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.
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").
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:
Disbursements from Escrow. The Parties agree that the Escrow Agent shall hold the Shares in its possession until:
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:
