Distributions from Escrow Sample Clauses

Distributions from Escrow. Distributions shall be made from the escrow by the Escrow Agent in accordance with the Escrow Agreement. The Escrow Agreement shall provide for distributions as follows:
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Distributions from Escrow. The Escrow Agent shall distribute funds held in Escrow as follows:
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Distributions from Escrow. (a) In the event that, following the Closing, any Buyer Indemnitee incurs Losses for which it believes he, she or it is entitled to indemnification from Seller in accordance with this Article VIII or any Transaction Document, then promptly after such Buyer Indemnitee’s submission to Seller of a written notice of claim and so long as such Buyer Indemnitee and such Seller agrees to an amount of indemnifiable Losses, such Buyer Indemnitee and Seller shall promptly send a joint disbursement notice to the Escrow Agent instructing the Escrow Agent to transfer to such Buyer Indemnitee from the Escrow Account such funds as are equal to the undisputed amount. In the event that the Buyer Indemnitee and Seller do not agree that such Buyer Indemnitee is entitled to indemnification from such Seller in accordance with this ARTICLE VIII, or the Buyer Indemnitee and Seller do not agree to an undisputed amount of such indemnifiable Losses, then Seller shall be entitled to contest the Buyer Indemnitee’s claim for indemnification in accordance with Section 10.11. In the event such claim relates to an agreed-upon amount of indemnifiable Losses in excess of the then-remaining Escrow Account, then Seller shall promptly pay such excess amount to the Buyer Indemnitee, subject to the limitations in Section 8.04.
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Distributions from Escrow. The following principals shall apply for determining the relative amount of Escrowed Cash and Escrowed Shares to be distributed from the Escrow Fund to satisfy an indemnification claim (other than with respect to distributions of Restricted Escrow Consideration in connection with a Restricted Stock Claim), (i) each Effective Time Stockholder with Escrowed Cash and/or Escrowed Shares remaining in the Escrow Fund (each a “Contributing Effective Time Stockholder”) shall contribute to the distribution on a pro rata basis based upon the amount of Escrowed Cash and Escrowed Shares of such Contributing Effective Time Stockholder in the Escrow Fund at the time of distribution as compared to the full amount of Escrowed Cash and Escrowed Shares held in the Escrow Fund at the time of distribution, (ii) each contributing Effective Time Stockholder shall contribute to such distribution first from the Escrowed Cash of such Contributing Effective Time Stockholder held in the Escrow Fund at the time of such distribution, and then, to the extent that such Contributing Effective Time Stockholder’s Escrowed Cash has been exhausted, from the Contributing Effective Time Stockholder’s Escrowed Shares held in the Escrow Fund at the time of the distribution and (iii) all Escrowed Shares shall be valued at the Trading Price. Any Escrowed Shares distributed to Parent shall be canceled and terminated without any further right of the Effective Time Stockholders in whose name the Escrowed Share was issued to receive such share.
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Distributions from Escrow. The Escrow Agent shall hold the Escrow Shares in escrow in accordance with this Agreement and shall make distributions of Escrow Shares only as follows or as provided in Sections 3 and 4 below:
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Distributions from Escrow. (a) In the event that, following Closing, any Buyer Indemnitee incurs Damages for which it believes it is entitled to indemnification from the Equity Holders in accordance with this Article VIII, then Parent’s and the Equity Holders’ respective rights and obligations with respect to any such Claim shall be governed by the Escrow Agreement;
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Distributions from Escrow. The Escrow Agent shall not make any distribution from the Escrow Account unless (a) such distribution is in accordance with one of the following three paragraphs or (b) the Escrow Agent is instructed to do so pursuant to (i) a Decision Maker's Ruling Notice executed by the arbitrator appointed pursuant to the Agreement, (ii) the order of a court of competent jurisdiction or (iii) a joint written instruction of AD and TM. Subject to the conditions set forth below, on each of July 19, 2002, October 19, 2002, January 19, 2003 and April 30, 2003, the Escrow Agent will release from the Escrow Account to TM $***** (each such payment, an "Installment"). The manner of distribution of each Installment will be determined by written instructions from TM that need not be confirmed by AD; provided, however, that if AD shall deliver to the Escrow Agent a notice alleging that TM is in breach of that certain Agreement entered into as of the 19th day of July, 2000, by and between TM and AD, as amended by Amendment No. 1 thereto dated as of the 27th of February, 2002 (the "Agreement"), then the Escrow Agent shall not release any further funds from the Escrow Account until it is instructed to do so pursuant to (a) a Decision Maker's Ruling Notice executed by the arbitrator appointed pursuant to the Agreement, (b) the order of a court of competent jurisdiction or (c) a joint written instruction of AD and TM. In the event that TM shall deliver a notice to the Escrow Agent alleging that AD has terminated the Agreement prior to the end of the term thereof for reasons other than a material breach by TM and instructing the Escrow Agent to release the unreleased Installments to TM, the Escrow Agent shall forward a copy of said notice to AD and shall release the unreleased Installments to TM on the date (the "Release Date") five business (5) days following the date the Escrow Agent furnishes a copy of said notice to AD unless, prior to the Release Date, AD furnishes to the Escrow Agent a written notice attesting that AD has not terminated the Agreement prior to the end of the term thereof for reasons other than a material breach by TM, in which case the escrow agent shall not release any further funds from the Escrow Account, unless and until it is instructed to do so pursuant to (a) a Decision Maker's Ruling Notice executed by the arbitrator appointed pursuant to the Agreement, (b) the order of a court of competent jurisdiction or (c) a joint written instruction of AD and TM. Concu...
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Distributions from Escrow 
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Related to Distributions from Escrow

  • Distributions from Collection Account Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):

  • Distributions from Certificate Account and Special Payments Account (a) On each Regular Distribution Date with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on the Equipment Notes held (subject to the Intercreditor Agreement) in the related Trust on such date, the Trustee shall distribute out of the applicable Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder’s pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the applicable Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee).

  • Distributions from the Certificate Account (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account the Available Distribution Amount with respect to each Mortgage Pool, and shall distribute such amount to the Holders of record of each Class of Certificates, in the following order of priority:

  • 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.

  • Permitted Withdrawals From Escrow Account Withdrawals from the Escrow Account or Accounts may be made by the Servicer only:

  • Waiver of Distributions from Trust Account In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Permitted Withdrawals from the Certificate Account and the Distribution Account (a) The Master Servicer may (and, in the case of clause (ix) below, shall) from time to time make withdrawals from the Certificate Account for the following purposes but only to the extent of amounts related to the Combined Mortgage Loans or the Group 5 Mortgage Loans, as applicable to the particular withdrawal:

  • Permitted Withdrawals from the Certificate Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the applicable subaccount of the Certificate Account for the following purposes:

  • Permitted Withdrawals from the Certificate Account (a) The Master Servicer may, from time to time, make withdrawals from the Certificate Account for the following purposes (limited, in the case of Servicer reimbursements, to cases where funds in the respective Custodial P&I Account are not sufficient therefor):

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