Common use of Disbursements from Escrow Clause in Contracts

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. Within 180 days following a Final Determination that FTC’s Subchapter S election The Escrow Agent will not be reinstated retroactively disburse the Escrow: (a) to September 23, 2020 or no later than the Company within five (5) business days following of the Escrow Agent’s receipt of a Final Determination that FTC’s Subchapter S election will be reinstated retroactively to September 23, 2020, as applicable, BancPlus notice jointly executed by X’Xxxxx and the Representative 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 shall prepare executed by X’Xxxxx and provide 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 joint written notice (“Notice”) reflecting demand from the Tax Equivalency PaymentCompany that the Escrow Agent disburse the Escrow to the Company by the date of such disbursement; provided, if anyhowever, and that, notwithstanding the Reimbursed Representative Expenses (as defined below)receipt by the Escrow Agent of such a demand from the Company, if any. The the Escrow Agent shall promptly, but no later than two not disburse the Escrow to the Company in such circumstances unless one of the other provisions of this Section 3.2 is also satisfied; (2d) to the Company within five business days after the receipt of the Notice (A)(1) disburse to BancPlus a portion of the Escrow Amount having an aggregate value equal 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 Tax Equivalency PaymentCompany pursuant to a final, if anynon appealable, 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 court order determining and/or reaching that (i) the amount of the Tax Equivalency Payment 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 Determination (final, non appealable, court order determining that the “Reimbursed Representative Expenses”), if any, each as set forth in the Notice Merger Agreement was terminated and (Bi) disburse to the Exchange Agent for the benefit of the former shareholders of FTC, on a pro rata basis conditions 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.(a)(i) and

Disbursements from Escrow. Within 180 days following (a) The parties agree that, until all amounts are paid from the Escrow, any payment to be made on account of a Final Determination that FTC’s Subchapter S election will not Claim pursuant to this Article 8 shall 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 made from the Escrow Amount having an aggregate value equal and that neither party shall be required to the Tax Equivalency Payment, if any, as set forth make a direct payment on account of a Claim until all funds contained in the Notice and Escrow have been distributed. (2b) disburse to the Representative out of On the Escrow Amount an amount equal to Release Date (or if such day is not a Business Day, on 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”first Business Day thereafter), if anythe Seller and the Purchaser, 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 terms of the Escrow Agreement, shall jointly instruct the Escrow Agent to pay to the Seller the excess of the amounts then available in the Escrow minus the amount of any Claims finalized but not yet paid minus the Purchaser’s reasonable and good faith estimate of any Losses that are subject to a pending Claim (as mutually agreed by the Seller acting reasonably and in good faith) or in dispute and remain unresolved (the “Release Amount”). Upon receipt of any such notice, the Escrow Agent shall disburse the Release Amount over promptly and in any event within three (3) Business Days of the sum delivery of fees assessed against such notice. (c) If the amounts remaining in the Escrow have not been fully disbursed in accordance with Section 8.10(a), then the Escrow Agent shall hold the funds in escrow until the Escrow Agent receives: (i) an order, judgment or decree of a court which has taken jurisdiction relating to the amounts remaining in the Escrow directing the disbursement of such amounts; (ii) written directions signed by the Seller to disburse all of the remaining Escrows to Purchaser; (iii) written directions signed by Purchaser to disburse all of the remaining Escrow to the Seller; or (iv) written directions signed by both the Seller and Purchaser specifying how the amounts remaining in the Escrow are to be disbursed. If disbursement is to be made in accordance with Section 8.10(c) (i), (ii) or (iii) above, the Escrow Agent shall provide the Seller and Purchaser with written notice of its intent to distribute not less than ten (10) days prior to disbursing the Escrow Amount. If either party objects, the Escrow Agent shall continue to hold the Escrow Amount pursuant to Section 8(b), in accordance with the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any, each as set forth in the NoticeEscrow Agreement.

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 will disburse the Escrow: (2a) to the Company within five business days after the Escrow Agent’s receipt of a notice jointly executed by TWG and the Notice Company stating that: “The Company is entitled to receive the escrow funds because 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;” (A)(1b) disburse to BancPlus a portion TWG within five business days of the Escrow Amount having an aggregate value equal Agent’s receipt of a notice jointly executed by TWG and the Company stating that: “TWG is entitled to receive the escrow funds pursuant to the Tax Equivalency Payment, if any, as set forth in terms of the Notice and Merger Agreement;” (2c) disburse to the Representative out TWG within five business days of the Escrow Amount an amount equal Agent’s receipt of a notice executed by TWG stating that: “TWG is entitled to receive the escrow funds because the Company terminated the Merger Agreement pursuant to Section 7.01(f)(ii) of the Merger Agreement;” (d) to TWG 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 documented cost and expenses (including any filing fees) actually and reasonably incurred Company by the Representative in connection with or related to (x) date of such disbursement; provided, however, that, notwithstanding the fulfillment receipt by the Escrow Agent of his obligations or exercise of his rights under this Agreement and (y) payments made such a demand from the Company, the Escrow Agent shall not disburse the Escrow to the IRS Company in such circumstances unless one of the following Sections of this Escrow Agreement is also satisfied: Section 3.2(a), Section 3.2(e) or Section 3.2(f); (e) to Representativethe Company within five business days of the Escrow Agent’s counsel or experts in connection withreceipt of a notice jointly executed by TWG 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(f)(i) of the Merger Agreement;” (f) to the Company pursuant to a final, related tonon appealable, or during the process of court order determining and/or reaching that (i) the amount of the Tax Equivalency Payment condition referred to in Section 3.2(a) above has been satisfied or (ii) the Merger Agreement was terminated and the conditions referred to in Section 3.2(e) above has been satisfied; or (g) to TWG pursuant to a Final Determination (final, non appealable, court order determining that the “Reimbursed Representative Expenses”), if any, each as set forth in the Notice Merger Agreement was terminated and (Bi) disburse the condition in Section 3.2(a) above was not satisfied and (ii) the conditions referred 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(e) above were not satisfied.