Disposition of Escrowed Funds. If an amount is payable to Purchaser pursuant to Section 1.04(c) of the Stock Purchase Agreement, Purchaser and the Principal Seller shall jointly give notice to Escrow Agent stating that the Adjusted Cash Consideration has been determined in accordance with Section 1.04 of the Stock Purchase Agreement and specifying the amount payable in cash to Purchaser. Immediately following the receipt of such notice, Escrow Agent shall pay to Purchaser the cash amount so specified from the Escrowed Cash, up to a maximum amount of [REDACTED]. From time to time on or before the [REDACTED] anniversary of the Closing Date (it being understood and agreed that, in accordance with Section 6 hereof and Section 7.05 of the Stock Purchase Agreement, further clarifications may be made after such [REDACTED] anniversary with respect to matters as to which notice of a Claim or prospective Claim has been made on or before such date), Purchaser may give notice (a “Notice”) to Principal Seller and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) that any Purchaser Indemnitee may have under Section 7.01(a) or Section 7.02 of the Stock Purchase Agreement. Each Purchaser Indemnitee may make more than one Claim with respect to any underlying state of facts. Following receipt of a Notice in accordance with Section 2(b), Principal Seller shall have 20 Business Days from the date the Escrow Agent receives the Notice to make such investigation of the Claim as Principal Seller deems necessary or desirable. For purposes of such investigation Purchaser shall, upon request, promptly make available to Principal Seller all the material information then in its possession relied upon by Purchaser to substantiate the Claim. If Principal Seller gives notice to Purchaser and Escrow Agent disputing any Claim (a “Counter Notice”) within 20 Business Days following receipt by Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as provided in Section 3(f). If no Counter Notice is received by Escrow Agent within such 20 Business Day period, then the dollar amount of damages claimed by Purchaser Indemnitee as set forth in the Notice given by Purchaser shall be deemed established for purposes of this Agreement and the Stock Purchase Agreement and, at the end of such 20 Business Day period, Escrow Agent shall pay to Purchaser on the next Business Day the dollar amount claimed in the Notice from (and only to the extent of) the Escrowed F...
Disposition of Escrowed Funds. (i) If Purchaser terminates this Agreement in accordance with the terms of this Agreement, Purchaser shall comply with Purchaser’s obligations under Section 6.03(d) below respecting the assignment or return, respectively, of due diligence materials then Purchaser shall be entitled to the immediate return of the Escrowed Funds together with all interest accrued thereon.
(ii) If the Closing occurs, Purchaser shall receive a credit at Closing against the Purchase Price and any other amounts payable by Purchaser on the Closing Date in an amount equal to the Escrowed Funds and the Escrow Agent shall pay over to Seller at the Closing the Escrowed Funds.
(iii) If a Purchaser’s Default or Seller’s Default occurs, Seller and Purchaser’s respective rights concerning the Escrowed Funds shall be governed by the terms and provisions of Article IX below and the Escrow Agreement.
Disposition of Escrowed Funds. From time to time, ScoPac may direct the Escrow Agent to disburse Escrowed Funds as directed by it (whereupon such funds shall no longer constitute Escrowed Funds) by delivery to the Escrow Agent of a certificate in the form attached hereto as Annex 2 (a "Disbursement Request"). In the event that, in order to comply with a Disbursement Request, investments of Escrowed Funds made at the direction of Salmon Creek must be liquidated, the Escrow Agent shall notify Salmon Creek and request that Salmon Creek arrange for the liquidation of the applicable investment, whereupon the Escrow Agent will release the certificates or instruments evidencing ownership of the investments to be sold against delivery to the Escrow Agent by the Investment Manager of the sale proceeds of such liquidated investments. If Salmon Creek shall fail to promptly comply with the preceding sentence, the Escrow Agent shall sell the investments itself in order to satisfy such Disbursement Request and, to the extent it is unable to sell such investments and additional funds are required, the Escrow Agent shall, subject to Section 5(k) hereof, request instructions from a court of competent jurisdiction and shall liquidate or deliver for liquidation such investments in accordance with such instructions once received. As soon as practicable after receipt by the Escrow Agent of the proceeds of the sale of such investment, the Escrow Agent shall deliver such Escrowed Funds as and to the extent directed in such Disbursement Request.
Disposition of Escrowed Funds. Escrow Agent shall disburse the Escrowed Funds as follows:
(a) upon receipt of written notice from the City (which such notice may be provided to Escrow Agent via e-mail) that Developer has not completed the dedication of the Dedication Property on or before [20 months from the Effective Date]; or
(b) upon receipt of joint written instructions of Developer and the City (which such instructions may be provided to Escrow Agent via e-mail) directing the disposition of the Escrowed Funds, Escrow Agent shall promptly disburse the Escrowed Funds in accordance with such joint written instructions. If there is a dispute between the parties (other than Escrow Agent) with regard to the payment of an amount from the Escrowed Funds, the fees and expenses of Escrow Agent, including, but not limited to, reasonable attorneys’ fees and expenses and other costs incurred by Escrow Agent in connection with the adjudication of such dispute, shall be paid by the party that is not the prevailing party in such dispute.
Disposition of Escrowed Funds
