Distribution of Escrow Account Sample Clauses

Distribution of Escrow Account. The Escrow Account shall be held by the Agent until the final disposition of the monies and properties held in escrow hereunder (the "Termination Date").
Sample 1
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Distribution of Escrow Account. The Escrow Account shall be distributed as follows: (a) The Deposit Amount shall be paid to Dicon as liquidated damages representing reasonable costs and expenses incurred by Dicon if (i) Paradigm takes action to terminate the Plan of Reorganization pursuant to Section 11.1(a) of the Plan of Reorganization, or (ii) Dicon takes action to terminate the Plan of Reorganization pursuant to Section 11.1(b) or (e) of the Plan of Reorganization. If there is no such action to Terminate the Plan of Reorganization, the Deposit Amount shall be returned to Paradigm. (b) Promptly after the Effective Time of the Merger, and in accordance with Sections 2.3 and 2.5 of the Plan of Reorganization, the Disbursing Agent shall deliver to the holders of Dicon Common at the Effective Time of the Merger, the Merger Consideration in the proportion set forth in Section 2.2(a)(1) of the Plan of Reorganization.
Sample 1
Distribution of Escrow Account. The Escrow Account shall be distributed as follows: (a) Purchaser shall make best efforts to implement, within ninety (90) days after Closing, Phase I of the Blade Price Reduction Program as prepared by Igor Gradov and as described in Xxxxxxxxxx 1 to Exhibit 2.1 of the Agreement. Immediately after such ninety (90) day period, the Disbursing Agent shall disburse three-fourths of the shares in escrow, or 477,309 shares, to Seller unless Purchaser has certified that Purchaser has implemented Phase I of the Blade Price Reduction Program and, despite best efforts, is unable to manufacture microkeratome blades at a materials cost of $29.25 or less per blade. If Purchaser certifies that implementation of Phase I of the Blade Price Reduction Program has resulted in a materials cost that exceeds $29.25 per blade, and such certification is not disputed by Seller, the number of escrowed shares disbursed to Seller shall be reduced by three hundred (300) shares for every cent ($0.01) the materials cost per blade exceeds $29.
Sample 1
Distribution of Escrow Account. Within three (3) Business Days after the first year anniversary of the Closing Date, Parent and the Stockholders shall direct the Escrow Agent (as defined in the Escrow Agreement) to deliver, in accordance with the terms of the Escrow Agreement, to the Stockholders the amount of Escrow Shares held in the Escrow Account in excess of the aggregate amount of unsatisfied or disputed claims for Indemnifiable Amounts made by Parent pursuant to Article VIII.
Sample 1
Distribution of Escrow Account. (a) Funds shall be disbursed from the Escrow Account to the Buyer following resolution of a Claim Notice follows: (i) first, if there is any Escrow Cash held in the Escrow Account, an amount of Escrow Cash up to the total amount of Escrow Cash held in the Escrow Account; (ii) second, if there are any Escrow Notes held in the Escrow Account, Escrow Notes with a Note Indemnity Value equal to the remaining Indemnifiable Losses claimed in such Claim Notice; and (iii) third, if there are any Escrow Shares held in the Escrow Account, a number of Escrow Shares with a Share Indemnity Value equal to the remaining Indemnifiable Losses claimed in such Claim Notice, provided, however, that until the Objection Deadline (as defined below), no delivery of Escrow Property shall be made to the Buyer unless the Escrow Agent shall have received written instructions from the Seller’s Guarantor to make such delivery; provided, further, that prior to any distribution of Escrow Property to the Buyer by the Escrow Agent, the Seller’s Guarantor shall have the right, in its sole discretion, to (x) change the mix of Escrow Property to be distributed to the Buyer by the Escrow Agent by delivering written notice to the Buyer and the Escrow Agent, or (y) pay or cause to be paid to the Buyer an amount of cash equal to all or any portion of the Indemnifiable Losses claimed in such Claim Notice to reduce the amount of Indemnifiable Losses to be paid from the Escrow Account. For the avoidance of doubt, to the extent the value of all Escrow Property held in the Escrow Account (as determined pursuant hereto) is not sufficient to satisfy the Indemnifiable Losses payable by the Seller’s Guarantor pursuant to the Share Purchase Agreement in respect of a Claim Notice, then the remaining Escrow Property held in the Escrow Account shall be delivered to the Buyer and the Seller’s Guarantor shall remain liable for the remainder of such Indemnifiable Loss if and to the extent provided in the Share Purchase Agreement. (b) The Seller’s Guarantor may object to a claim for indemnification set forth in a Claim Notice by delivering to the Buyer and the Escrow Agent within 30 days from the delivery of the Claim Notice (the “Objection Deadline”), a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”), which Objection Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is mad...
Sample 1
Distribution of Escrow Account. On the 180th day after the ------------------------------ Closing Date, the Purchaser shall direct the escrow agent under the Escrow Agreement to pay to the Representative an amount equal to the amount of the Escrow Account, if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied and (ii) all claims of the Purchaser under Section 9.2 which have theretofore been finally resolved have been satisfied (the "Remaining Escrow") less any amount for which the Purchaser ---------------- claims, prior to such 180th day, that it is entitled to receive indemnification pursuant to Section 9.2 (each, a "Pending Claim"). As soon as practicable ------------- following final resolution of all Pending Claims, the Purchaser shall direct the escrow agent under the Escrow Agreement to pay to the Representative an aggregate amount equal to the portion, if any, of the Escrow Account which remains after payment of the Remaining Escrow and final resolution of all Pending Claims.
Sample 1

Related to Distribution of Escrow Account

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).

  • Permitted Withdrawals From Escrow Account Withdrawals from the Escrow Account or Accounts may be made by the Company only: (i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage; (ii) to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of Escrow Payments thereunder; (iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan; (iv) for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note; (v) for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 4.14; (vi) to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to withdraw funds deposited in error.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser. The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and (iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements. The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

  • Permitted Withdrawals from the Certificate Account and the Distribution Account The Master Servicer may, from time to time, make withdrawals from the Certificate Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Establishment of Escrow Account Prior to the Issuer initiating the Offering, and prior to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with applicable banking and securities regulations. Escrow Agent shall be the sole administrator of the Escrow Account.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. 31.1.2 The nature and scope of the Escrow Account are fully described in the agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders‟ Representative, which shall be substantially in the form set forth in Schedule-S.

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