Disbursements from Escrow Account. (a) At any time on or before June 30, 2005 (the “Escrow Termination Date”), the Escrow Agent shall make disbursements from the Escrow Account upon receipt of joint written instructions executed by the Investor Representative and an Appropriate Officer of the Company instructing the Escrow Agent how to disburse the Escrowed Property or any part thereof (including without limitation income or earnings thereon), and specifically setting forth the exact amount of cash to be disbursed and the identity of the person or entity to which a disbursement is to be made, then the Escrow Agent shall forthwith transfer from the Escrow Account and disburse the Escrowed Property or such part thereof in accordance with such instructions.
(b) Without affecting any of the rights and obligations of Escrow Agent or limiting the provisions of section 3(a) hereof, and for the sole purpose of setting forth the rights and obligations of the Investors, the Investor Representative, and the Company with regards to the release of the Escrowed Property, the Investors, the Investor Representative, and the Company agree that:
(i) In the event the conditions to the First Closing are fulfilled, by satisfaction or waiver, by both the Company and the Investors prior to the Escrow Termination Date, pursuant to Section 3(a) hereof, the Investor Representative shall execute joint written instructions with an Appropriate Officer of the Company to direct Escrow Agent to promptly disburse all Funds attributable to the First Closing to the Company;
(ii) In the event the conditions to the Second Closing are satisfied prior to the Escrow Termination Date, the Investor Representative shall execute joint written instructions with an Appropriate Officer of the Company to direct Escrow Agent to promptly disburse the Funds to the Company, and any remaining Escrowed Property shall be returned to the Investors;
(iii) In the event the conditions to the Second Closing are not satisfied prior to the Escrow Termination Date, the Company shall cause an Appropriate Officer of the Company to execute joint written instructions with the Investor Representative to direct Escrow Agent to promptly disburse the Escrowed Property to the Investors in accordance with their pro rata interest therein; and
(iv) Notwithstanding the foregoing, in the event the Company has not received stockholder approval of the transactions contemplated by the Stock Purchase Agreement within 75 days of the date hereof, the Company shall cause a...
Disbursements from Escrow Account a. For purposes of disbursements from the Escrow Account, “Eligible Expenses” consist of any of the following expenses relating to environmental activities arising on or after December 1, 2018, at the Xxxxxx Site, all as set forth in Section III(D) of the Settlement Agreement: the current Remedial Investigation/Feasibility Study (“RI/FS”), EPA oversight, RCRA Carve Out Cleanup (which term references certain Xxxxxx Site areas, including ditches and the sanitary lagoon, and related remedial activities that are subject to the Resource Conservation and Recovery Act (“RCRA”), and which EPA and the Renco Parties (as defined in the Settlement Agreement) have agreed to address under RCRA), the Salt Cap Study (defined in the Settlement Agreement as the study to test US Mag’s proposed salt cap closure plan outside the proposed barrier wall but within the footprint of the existing waste pond) under the terms of the current or revised RI/FS administrative order, engineering and construction of the barrier wall, and closure of the Retrofitted Pond. Notwithstanding the forgoing, Eligible Expenses do not include the following: interest on late payments to EPA reimbursing response costs; penalties; costs related to litigation, settlement, or development of potential contribution claims; internal costs of US Mag, including but not limited to, salaries, travel, or in-kind services, except for those costs that represent the work of employees of US Mag directly performing response actions under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”); and any costs incurred by US Mag in connection with dispute resolution under the administrative order or settlement agreement pursuant to which the activities are performed or under this Escrow Agreement.
b. As of the Effective Date of this Escrow Agreement, US Mag may seek reimbursement from the Escrow Account, up to a total of 50% of the amount initially deposited therein, for any Eligible Expenses in accordance with the procedure in Section 3.d.
c. After the Effective Date and upon the lodging of the consent decree being negotiated to resolve the action entitled United States v. Magnesium Corporation of America, Inc., et al., case number 2:01 CV 040, in the United States District Court for the District of Utah (“Utah Consent Decree”), US Mag may seek reimbursement from the Escrow Account, up to the total amount therein, for any Eligible Expenses in accordance with the procedure in Section 3.d.
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Disbursements from Escrow Account. The Parties hereby instruct Escrow Agent to release the Escrowed Funds only as follows:
Disbursements from Escrow Account. Amounts held in the Escrow Account shall be disbursed as follows:
Disbursements from Escrow Account. Disbursements from the Escrow Account shall be made by Bank as Escrow Agent as follows:
(a) to the Reserve Account, as provided for in Section 3.02, below; and
(b) to the City, as provided for in Sections 2.05 and 2.06, below.
(c) In no event, except as provided in Subsections (a) and (b) immediately above, shall funds to be disbursed or withdrawn from the Escrow Account.
(d) No portion of the proceeds of a Loan may be used for refinancing of debt on the books of the Bank or for any debts incurred prior to the date a Loan is executed.
Disbursements from Escrow Account. The Escrow Agent shall disburse funds from the Escrow Account for the payment of Project Costs substantially in accordance with the Project construction schedule, the approval process set forth in the Development Agreement and in accordance with the terms of the Financing Commitment. The Escrow Agent shall make payment upon presentation of a Lender approved requisition in the form of Exhibit B for the payment of Project Costs. All disbursements from the Escrow Account shall be charged 50% to the Grant and 50% to the Howard Contribution, or as otherwise required by the Financing Commitment.
Disbursements from Escrow Account. Disbursements of cash from the Escrow Account in the amounts set forth below shall be made by Escrow Agent solely upon the occurrence of the following conditions: (a) The sum of $373,650 and the product of $65.75 and the number of days that have elapsed between October 16, 1995 and the date of disbursement, inclusive, shall be disbursed by wire transfer to Fxxxxx, and the balance of any funds in the Escrow Account shall be disbursed by wire transfer to Quadrax: (i) if the registration statement on Form SB-2 or equivalent filed by Quadrax with the SEC registering the number of shares to which Fxxxxx is entitled under 1 (d) of the Amended Repayment Agreement ("Registration Statement") has not been declared effective by 5:00 p.m. Eastern Standard Time on February 7,1996; or (ii) if the Registration Statement has been declared effective by 5:00 p.m. Eastern Standard Time on February 7,1996 , if Quadrax has not issued to Fxxxxx the number of shares of Quadrax common stock to which Fxxxxx is entitled pursuant to 1 (d) of the Amended Repayment Agreement by 5:00 p.m. Eastern Standard Time on February 14,1996; (b) All of the funds in the Escrow Account shall be disbursed by wire transfer to Quadrax in the event that the Registration Statement has been declared effective by 5:00 p.m. Eastern Standard Time on February 7,1996, and Quadrax has issued to Fxxxxx the number of shares of Quadrax common stock to which Fxxxxx is entitled pursuant to 1 (d) of the Amended Repayment Agreement by 5:00 p.m. Eastern Standard Time on February 14,1996; (c) Fxxxxx shall provide instructions under oath in the form of Exhibit 3-A to the Escrow Agent regarding the disbursement of funds in the Escrow Account following satisfaction of the conditions to disbursement set forth in 5 (a) above. Quadrax shall provide instructions under oath in the form of Exhibit 3-B to the Escrow Agent regarding the disbursement of funds in the Escrow Account following satisfaction of the conditions to disbursement set forth in 5 (b) above. The Escrow Agent shall have no responsibility for determining whether any conditions to disbursement set forth above have been satisfied. The Escrow Agent shall disburse funds in strict compliance with instructions provided by Fxxxxx or Quadrax, as the case may be. In the event that Fxxxxx and Quadrax provide conflicting instructions, the Escrow Agent shall take no action until the dispute has been resolved.
Disbursements from Escrow Account. Upon the Administrative Agent's determination to prepare and file the Recordation Documents, Escrow Agent shall deliver such of the Escrow Funds as needed by Administrative Agent to pay for the Recording Expenses or to reimburse Administrative Agent for any Recording Expenses previously incurred. An accounting of such payments shall be delivered to Assignor Lender.
Disbursements from Escrow Account. It is the intent of Class Counsel and KCC that the Escrow Account shall be distributed in accordance with the Settlement Agreement and all applicable orders of the Court. The Escrow Account and KCC shall be subject to the continuing jurisdiction of this Court. KCC shall make disbursements from the Escrow Account only in accordance with orders of the Court.
Disbursements from Escrow Account. Escrow Agent shall continue to hold and safeguard the Escrow Account until authorized hereunder to release the Escrow Funds and Escrow Agent shall only release the Escrow Funds, or any portion thereof, as follows:
