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.
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.
Disbursements from Escrow Account. (a) 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:
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:
Disbursements from Escrow Account. The Parties hereby instruct Escrow Agent to release the Escrowed Funds only as follows:
Disbursements from Escrow Account. (a) In accordance with the requirements of Section 3, prior to each Closing, the Placement Agent shall provide the Escrow Agent with a statement, executed by each party, containing the following information:
Disbursements from Escrow Account. (a) Seller shall deliver to Escrow Agent and Buyer a written request (a “Release Notice”) for disbursement of all or a portion of the Deposit from time to time, but not more frequently than twice per month (which limitation shall not include a request for final payment of the Deposit hereunder), together with the following (the “Work Evidence”; items set forth in Section 2(a)(4) and Section 2(a)(5) are referred to herein as the “Final Repair Work Deliveries”):
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. (d) The Escrow Agent shall disburse the Escrow Fund in strict com...
Disbursements from Escrow Account. If Purchaser and the Seller agree in writing that any Purchaser Indemnified Party shall be entitled to recover any amounts from the Escrow Account pursuant to this Agreement and funds then remain on deposit in the Escrow Account, Purchaser and the Seller Representative shall promptly provide a joint written instruction to the Escrow Agent to deliver such amounts to Purchaser (or any Person designated by Purchaser). If, following the eighteen (18) month anniversary of the Closing Date, there are any funds remaining in the Escrow Account, then Seller shall be entitled to receive such funds, and Purchaser and the Seller Representative shall provide a joint written instruction to the Escrow Agent to deliver, by wire transfer of immediately available funds to an account designated in writing by the Seller Representative; provided, however, that if prior to the eighteen (18) month anniversary of the Closing Date, the Seller Representative has received one or more notices which set forth indemnification claims under ARTICLE XI of this Agreement for Claims that are unresolved on the eighteen (18) month anniversary of the Closing Date, then an amount equal to the lesser of (i) the amount of the aggregate Claims set forth in, and reasonably expected to be incurred in connection with, each such unresolved indemnification claim, and (ii) the amount remaining in the Escrow Account, shall continue to be held by the Escrow Agent in the Escrow Account to pay such claims and any other amounts associated therewith that are payable pursuant to ARTICLE XI of this Agreement; and provided further, from time to time promptly after final resolution of each such indemnification claim, the Seller Representative and Purchaser will authorize the Escrow Agent to disburse all amounts remaining in the Escrow Account in the same manner as described above, subject to the condition that if at such time there remains unresolved any indemnification claim, an amount equal to the lesser of (i) the amount of the aggregate Claims set forth in, and reasonably expected to be incurred in connection with, each such indemnification claim, and (ii) the amount remaining in the Escrow Account shall be maintained in the Escrow Account.
