Common use of Disbursements of Escrow Funds Clause in Contracts

Disbursements of Escrow Funds. a. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by such Subscriber.

Disbursements of Escrow Funds. a. In the event (a) Escrow Agent does shall disburse the Escrow Funds in the Indemnification Escrow Account at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction must contain complete payment instructions, including funds transfer instructions or address(es) to which a check or checks, as applicable, should be sent. (b) On the Indemnification Escrow Release Date (or, if such day is not receive written instructions a Business Day, then on the immediately succeeding Business Day), any remaining portion of the Indemnity Escrow Funds not subject to a Claim Notice as provided in Section 6 (such portion of the Indemnity Escrow Funds subject to one (1) or more Claim Notices on the Indemnity Escrow Release Date as provided in Section 6, collectively, the “Claims Amount”) shall become due and payable and Escrow Agent shall release such funds as promptly as practicable thereafter in accordance with a Joint Written Direction to be executed and delivered by Purchaser and Parent instructing the Escrow Agent to release the Escrow Funds in the Indemnity Escrow Account to the person(s) and in the amounts specified in such Joint Written Direction. For the avoidance of any doubt, any Escrow Funds to be released pursuant to this Section 4(c) shall not include the Claims Amount and Purchaser and Parent shall instruct the Escrow Agent not to release an amount equal to the Claims Amount from the Issuer Escrow Account in the Joint Written Direction to release funds from be delivered in accordance with this Section 4(c). (c) For any Escrow Funds subject to a Claim Notice on the Indemnity Escrow Release Date, upon final resolution of such Indemnity Claim pursuant to a Final Order or prior to the termination of the Escrow Perioda Joint Written Direction, Escrow Agent shall terminate distribute such Escrow Funds to the person(s) and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, amounts specified in such Final Order or expense Joint Written Direction to Subscriber. In the event be delivered to Escrow Agent receives cleared funds prior in accordance with Section 15. (d) Prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuerany disbursement, Escrow Agent shallmust receive reasonable identifying information regarding the recipient so that Escrow Agent is able to comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or Form W-8, as applicable. All disbursements of Escrow Funds will be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the Section 11 and Section 12. (e) Purchaser and each Seller may each deliver written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions notice to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of accordance with Section 15 changing their respective funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expensestransfer instructions, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), notice will then be remitted to Issuer as described above. No later than fifteen (15) business days after effective only upon receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, after Escrow Agent shall pay has had reasonable time to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by act upon such Subscribernotice.

Disbursements of Escrow Funds. a. In the event (a) Escrow Agent does not receive written shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction substantially in the form of Attachment 1 hereto and received by Escrow Agent as set forth in Section 15. Such Joint Written Direction shall contain complete payment instructions, including funds transfer instructions from or an address to which a check shall be sent. (b) Upon the Issuer to release funds from Escrow on or prior to the termination expiration of the Escrow Period, Escrow Agent shall terminate distribute to Recipient pursuant to the funds transfer instruction set forth in this Section 4(b), as promptly as practicable, any remaining Escrow Funds not subject to a Claim Notice as provided in Section 6. Depositor and make a full and prompt return of funds so Recipient each acknowledge that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared is authorized to use the following funds prior transfer instructions to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuerdisburse any funds due to Recipient: Bank Name: Bank Address: ABA No.: Account Name: Account No.: (c) Prior to any disbursement, Escrow Agent shallmust receive reasonable identifying information regarding the recipient so that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or Form W-8, as applicable. All disbursements of Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the Section 11 and Section 12. (d) Depositor and Recipient may each deliver written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions notice to Escrow Agent in accordance with Section 15 changing their respective funds transfer instructions, which notice shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after effective only upon receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, after Escrow Agent shall pay has had a reasonable time to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by act upon such Subscribernotice.

Disbursements of Escrow Funds. a. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, (a) Escrow Agent shall terminate disburse Escrow Funds, at any time and make from time to time, in accordance with a full and prompt return of funds so Joint Written Direction or a Recipient Written Direction; provided that refunds are made to each Subscriber Recipient shall notify Depositor in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds writing five (5) days prior to the termination of furnishing a Recipient Written Direction to the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of IssuerAgent. The Escrow Agent shall effect be entitled to rely upon certifications in a Recipient Written Direction that such transfer by notice has been given. After the close expiration of business any five (5) day notice period established pursuant to this Section 4(a) (whether such expiration is certified pursuant to " the preceding sentence or otherwise), the Escrow Agent shall disburse funds in accordance with a Recipient Written Direction. (b) All disbursements of funds from the Escrow Funds shall be subject to the claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Sections 9 and 10 below. Attached hereto as Schedule A is a schedule of each Required Amount for the term of this Escrow Agreement, which amount varies according to whether there has been an extension or renewal of the Lease Agreement beyond the "Primary Term" thereof. Upon any such extension or renewal of the Lease Agreement beyond the "Primary Term" thereof, each of Depositor and Recipient agree to provide joint written notice of such extension or renewal to the Escrow Agent, and upon receipt of any such joint notice, the Escrow Agent shall accept the deposit of the Required Amount set forth in Column B "Required Amount (with Lease Extension or Renewal)" set forth on the date Schedule A hereto. Until the Escrow Agent receives the written instruction from the Issuer; providednotice of such extension or renewal, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by be entitled to assume that the close "Primary Term" has not been extended and shall accept the deposit of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions Required Amount set forth in Column A "Required Amount (without Lease Extension or Renewal)" set forth on Schedule A hereto. (c) Upon the Offering Statement for release of funds have been met for a closing occurrence of the Offering Full DCC Release, Recipient and include Depositor shall execute a schedule of deductions from Joint Written Direction directing the Escrow Account for any funds for management Agent to disburse all Escrow Funds to Depositor or its designee and offering and selling expenses, including without limitation, any process fees incurred by the this Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued Agreement shall terminate in accordance with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by such SubscriberSection 20 hereof.

Disbursements of Escrow Funds. a. In the event (a) Escrow Agent does not receive written shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction substantially in the form of Attachment 1 hereto and received by Escrow Agent as set forth in Section 15. Such Joint Written Direction must contain complete payment instructions, including funds transfer instructions or an address to which a check should be sent. (b) Seller and Purchaser, as between themselves, agree that (i) the SALT Escrow Funds may be disbursed to Purchaser only for payment of any valid claims for indemnification arising under Article VI or Article VII of the Purchase Agreement, that result from or arise out the Issuer failure of the Company to release funds from Escrow on pay any state or local sales tax owed applicable to any period prior to the termination date of the Purchase Agreement (a “SALT Indemnity Claim”), and (ii) as of the 24-month anniversary date of the date hereof, unless there are pending SALT Indemnity Claims that in the aggregate total at least One Hundred Thousand Dollars ($100,000.00), they agree to provide a Joint Written Direction to Escrow Agent authorizing the disbursement of fifty percent (50%) of the SALT Escrow Funds to Seller. (c) Upon the expiration of the Indemnity Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made distribute to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior Seller pursuant to the termination funds transfer instruction set forth in this Section 4(c), as promptly as practicable, any remaining Indemnity Escrow Funds not subject to a Claim Notice as provided in Section 6. Upon the expiration of the SALT Escrow Period and Escrow Agent receives a written instruction from IssuerPeriod, Escrow Agent shall, pursuant shall distribute to those instructions, distribute funds from such Escrow Amount Seller pursuant to the instructions of Issuer. The funds transfer instruction set forth in this Section 4(c), as promptly as practicable, any remaining SALT Escrow Agent shall effect such transfer by the close of business on the date Funds not subject to a Claim Notice as provided in Section 6.Purchaser and Seller each acknowledges that the Escrow Agent receives is authorized to use the written instruction from the Issuer; providedfollowing funds transfer instructions to disburse any funds due to Seller: Bank Name: Bank Address: ABA No.: Account Name: Account No.: (d) Prior to any disbursement, however if the Escrow Agent receives must receive reasonable identifying information regarding the written instruction from the Issuer after 2 pm Eastern Time, then the recipient so that Escrow Agent shall effect such transfer by is able to comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or Form W-8, as applicable. All disbursements of Escrow Funds will be subject to the close fees and claims of business Escrow Agent and the on the next succeeding business day. Issuer’s Indemnified Parties pursuant to Section 11 and Section 12. (e) Purchaser and Seller may each deliver written instructions notice to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of accordance with Section 15 changing their respective funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expensestransfer instructions, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), notice will then be remitted to Issuer as described above. No later than fifteen (15) business days after effective only upon receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, after Escrow Agent shall pay has had reasonable time to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) of the Cash Investment paid by act upon such Subscribernotice.

Disbursements of Escrow Funds. a. In the event Escrow Agent does not receive shall disburse the Escrow Funds as follows: a. Upon receipt of written instructions notice from the Issuer to release funds from Escrow on or prior to the termination Company executed by an authorized representative of the Company, as listed on Exhibit B-2 hereto, to Escrow PeriodAgent and Capstone of an allowance by the FDA of an IND for AEM-28 which will allow the Company to pursue human clinical trials for the treatment of severe refractory hypercholesterolemia, which notice directs Escrow Agent to disburse the Escrow Funds, Escrow Agent shall terminate disburse the Escrow and make Funds to the Company in their entirety following receipt of such notice. b. Upon receipt of a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Joint Written Direction directing Escrow Agent receives cleared funds prior to the termination disburse all or a part of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant Funds to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; providedCompany, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect disburse to the Company that portion of the Escrow Funds that Escrow Agent is directed to disburse under such transfer by Joint Written Direction. c. Upon receipt of a Joint Written Direction directing Escrow Agent to disburse all or part of the close of business Escrow Funds to Capstone, the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify disburse to Capstone that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds portion of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Funds that Escrow Agent is hereby directed to remit disburse under such funds Joint Written Direction. d. Upon receipt of written notice from either the Company or Capstone of the occurrence of any event of dissolution, as directed listed in Section 9.01 of the LLC Agreement, which notice directs Escrow Agent to disburse the Escrow Funds to Capstone, the Escrow Agent shall disburse the Escrow Funds in their entirety to Capstone on the (11th) eleventh day following receipt of such notice; provided that neither Capstone (if the notice of dissolution was given by Issuer directly the Company) nor the Company (if the notice of dissolution was given by Capstone) delivers a written objection to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Company and the Escrow Agent of such disbursement (a "Dispute Notice") within 10 calendar days following receipt of such written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained notice; in effect for at least twenty (20) days, which case Escrow Agent shall pay adhere to the applicable Subscriber(s), by certified or bank check and by first-class mail, the amount (without any interest) Section 5 of the Cash Investment paid by such Subscriberthis Agreement.