Escrow Disbursements. (A) As long as there are funds remaining in the Local Sellers’ Indemnification Escrow Account and the Oronite Indemnification Escrow Account, then, within 5 Banking Days following the final determination of any Loss to which Buyer shall be entitled to indemnification pursuant to Section 11.2 (each, an “Escrow Indemnification Payable”):
(1) the Local Sellers’ Representative shall join Buyer in executing joint written instructions to the Local Sellers’ Escrow Agent instructing the Local Sellers’ Escrow Agent to disburse from the Local Sellers’ Indemnification Escrow Account, to or as directed by Buyer, that portion of the Local Sellers’ Indemnification Escrow Amount equal to the lesser of (i) the Local Sellers’ Percentage of the Escrow Indemnification Payable and (ii) the full amount of the then-remaining funds in the Local Sellers’ Indemnification Escrow Account; and
(2) Oronite shall join Buyer in executing joint written instructions to the Oronite Escrow Agent instructing the Oronite Escrow Agent to disburse from the Oronite Indemnification Escrow Account, to or as directed by Buyer, that portion of the Oronite Indemnification Escrow Amount equal to the lesser of (i) the Oronite Percentage of the Escrow Indemnification Payable and (ii) the full amount of the then-remaining funds in the Oronite Indemnification Escrow Account.
(B) The Local Sellers’ Indemnification Escrow Amount shall be held and invested by the Local Sellers’ Escrow Agent in accordance with the terms of the Local Sellers’ Escrow Agreement, and the funds remaining (if any) in the Local Sellers’ Indemnification Escrow Account at the termination of the Survival Period minus withholding Taxes, if any, as required by applicable Laws, shall be released to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares) on such date; provided, that if any claim by the Buyer Indemnitees shall have been properly asserted by the Buyer Indemnitees pursuant to this Agreement on or prior to such date and remains pending on such date (any such claim, a “Pending Claim”), (i) the amounts released to the Local Sellers’ Trustee from the Local Sellers’ Indemnification Escrow Account shall be the amount of the Local Sellers’ Indemnification Escrow Amount then held by the Local Sellers’ Escrow Agent minus the aggregate amount of all such Pending Claims minus withholding Taxes, if any, as required by applicable Laws, and (ii) any funds t...
Escrow Disbursements. The Escrow Deposit is comprised of two (2) components.
(a) $429,525.00 (the "Leasing Deposit") representing minimum rent, common area maintenance, taxes and insurance payments for an eighteen (18) month period, computed and allocated as follows:
(i) $213,960.00 with respect to that certain vacant space (the "Xxxxx Xxxx Space") aggregating 8,000 square feet;
(ii) $215,565.00 representing $20.53 per square foot for a certain 7,000 square foot vacant space at the property computed on the basis of 18 months; and,
(b) an amount equal to $378,800.00 (the "TI/Leasing Deposit") for tenant improvement and leasing commissions costs computed and allocated as follows:
(i) $126,000.00 representing $18.00 per square foot for the 7,000 square foot vacant space at the Property; and,
(ii) $252,800.00 for tenant improvements and leasing commissions pursuant to an executed lease and leasing agreement pertaining to the Xxxxx Xxxx Space which Seller represents and warrants to be the full amount due in respect thereof. Escrow Agent shall retain the Escrow Deposit in the account, and shall cause the same to be paid in the manner described herein. The Xxxxx Xxxx Space and the 7,000 square foot vacant space referenced in 2(a)(ii) are hereinafter collectively referred to as the "Vacant Space"). Buyer shall receive a prorated credit (calculated in accordance with the allocations described in the immediately following sentence) from the Escrow Deposit on the date of Closing (as defined in the Contract) for the rent and reimbursable expenses attributable to the Vacant Space from the date of Closing through the end of the month in which Closing occurs. The Leasing Deposit shall be held in escrow by Chicago Title subject to the terms and condition of this Agreement and shall be disbursed as hereinafter provided. Commencing on the day of closing, and continuing on the first day of each calendar month thereafter for eighteen (18) months from the Closing Date, Buyer shall be entitled to receive, without further direction from Seller, from the Leasing Deposit, an amount equal to one eighteenth (1/18) of the initial balance of the Leasing Deposit, which monthly payment shall continue until the earlier of (x) the date the Leasing Deposit has been disbursed in full or (y) with respect to any portion of the Vacant Space, the date that that portion of the Vacant Space has been leased, the tenant has occupied the space, is open for business and has commenced regularly scheduled monthly rent payme...
Escrow Disbursements. 3.1 In the event the Escrow Agent has not received and cleared a total of $125,000 in Subscription Funds on the Termination Date, or the Company has not delivered to the Escrow Agent a certificate that all other conditions precedent to the sale of the Common Stock have been satisfied, the Escrow Agent shall promptly refund to each Subscriber the Subscription Funds submitted on his behalf, together with interest, if any, earned on such Subscription Funds during the time the Subscription Funds have been collected and are available for investment. Escrow Agent shall distribute the interest earned on the Escrow Account to the Subscriber, pro rata, according to the amount and date of each deposit. Notwithstanding the foregoing, the Subscribers are not parties to this Escrow. No checks, funds or other property are to be disbursed to any Subscriber except in accordance with the provisions of this Section 3.
3.2 If the collected Subscription Funds on deposit in the escrow are more than $125,000 on the Termination Date, the Escrow Agent shall prepare a summary compilation that identifies each Subscriber, states the date when the Subscription was received by the Escrow Agent, and states the number of shares of common stock subscribed for. The Company shall then promptly review the compilation prepared by the Escrow Agent and reject sufficient subscriptions to eliminate any excess subscriptions and reduce the total Subscription Funds to exactly $125,000. The Company reserves the right to partially reject subscriptions and shall endeavor to reject subscriptions in a manner reasonably calculated to result in an even distribution of its Common Stock among the Subscribers. After completing this process, the Company shall prepare a definitive list that identifies each Subscriber and states the number of shares of Common Stock that will be sold to such Subscriber.
3.3 Upon receipt of the definitive subscription list prepared by the Company, Escrow Agent shall promptly remit to each Subscriber who has submitted a subscription that was rejected in whole or in part by the Company any excess Subscription Funds attributable to his Subscription, together with interest during the time the Subscription Funds have been collected and are available for investment.
3.2 When the Company has rejected any excess subscriptions, the excess Subscription Funds have been refunded to the Subscribers, the Escrow Agent has retained exactly $125,000 in Subscription Funds, and the Company has deli...
Escrow Disbursements. The Escrow Deposit shall be held in escrow by Escrow Agent subject to the terms and condition of this Agreement and shall be disbursed as hereinafter provided:
(a) If Buyer notifies Escrow Agent on or before that date which is thirty (30) days from the date hereof that it has received the Easement Agreement referenced in the Letter Agreement and that Chicago Title Insurance Company has amended Buyer's Owner's Title Policy to insure said Easement, all to Buyer's satisfaction, then Escrow Agent shall promptly return the Escrow Deposit to Seller.
(b) If Buyer notifies Escrow Agent subsequent to that date which is thirty (30) days after the date hereof that it has not received the Easement Agreement together with an amendment to its Owner's Policy described in paragraph 2(a) above in accordance therewith, the Escrow Agent shall pay the Escrow Deposit to Buyer without further instruction from Seller.
Escrow Disbursements. The Escrow Deposit shall be held in escrow by Escrow Agent subject to the terms and condition of this Agreement and shall be disbursed as hereinafter provided. Commencing on the date that Buyer notifies Escrow Agent that Playscapes has not paid any amounts due pursuant to its lease, and continuing on the first day of each calendar month thereafter for thirty (30) months, Buyer shall be entitled to receive from the Escrow Deposit, an amount equal to one thirtieth (1/30) of the initial balance-of the Escrow Deposit, which monthly payment shall continue until the earlier of (x) the date the Escrow Deposit has been disbursed in full or (y) the date that the Playscapes Space has been leased, all leasing commissions and tenant improvements costs and expenses incurred in connection therewith have been paid in full, the tenant has occupied the space, is open for business, has commenced regularly scheduled monthly rent payments, and a certificate of occupancy has been issued (the "Lease Up Event"). At such time as the Lease Up Event has occurred and Buyer has received all requisite payments due hereunder, the balance of the Escrow Deposit, if any, shall be released to Seller.
Escrow Disbursements. Pursuant to the Escrow Agreement, the Escrow Agent shall, within five Business Days following the Claim Release Date, disburse to the Seller, the Seller’s share of the remaining balance of the Escrow Funds less that portion of the Escrow Funds that is then the subject of any Claim specified in a Notice of Claim delivered in accordance with the provisions of this ARTICLE VIII to Seller prior to the Claim Release Date. Any portion of the Escrow Funds held following the Claim Release Date with respect to pending but unresolved Claims for indemnification that is not awarded to Buyer upon the resolution of such Claims shall be disbursed to the Seller within five Business Days following final, non-appealable resolution of such Claims.
Escrow Disbursements. The Escrow Amount, less the sum of the amount of any indemnification claims paid from the Escrow Fund and the amount of any unresolved claims for payments therefrom, shall, on the one-year anniversary of the Closing Date, be released by the Escrow Agent to Company Members or their designees in accordance with the provisions of the Escrow Agreement.
Escrow Disbursements. Disbursements will be made by the Escrow Agent from the Escrow Amount as follows:
Escrow Disbursements. Disbursements of the Escrow Funds will be made as follows:
(a) The Escrow Agreement will provide that disbursements of the Escrow Funds shall only be made in accordance with written instructions jointly signed by Buyer and Seller or pursuant to a judgment or court order issued by a court of competent jurisdiction or a final arbitration award pursuant to this Agreement.
(b) In the event that Seller becomes obligated finally to Buyer or any of the other Buyer Indemnitees under this Agreement (as determined by final, non-appealable judgment), at Buyer’s request, Seller shall promptly execute a joint instruction letter with Buyer directing the Escrow Agent to disburse Escrow Funds to satisfy such obligations.
Escrow Disbursements. The Escrow Agent shall deliver the Escrowed Cash as follows:
(a) Immediately upon receipt of the Escrowed Cash, $*** to TPL in immediately available funds to the account set forth on Exhibit B hereto.
(b) Immediately after the disbursement pursuant to subsection (a) above, $*** to Relational Advisors in immediately available funds to the account set forth on Exhibit C hereto.
(c) Immediately after the disbursement pursuant to subsection (a) above, $*** to Xxxxxx, Xxxx & Xxxxxxxx LLP in immediately available funds to the account set forth on exhibit D hereto.
(d) Upon the execution and delivery by Patriot of the Stipulated Final Judgment, $6,672,349 to Patriot by wire transfer in immediately available funds, to the account set forth on Exhibit E hereto.
(e) At the Closing, $2,327,651 to the Patriot Rights Holders set forth on Exhibit F hereto, by wire or check, as indicated, in the amounts and to the addresses or accounts appearing next to their names.
(f) At the Closing, $4,000,000 to P-Newco in immediately available funds to the account set forth on Exhibit G hereto, or, in the event that the advance to TPL pursuant to Section 4(g) has been disbursed, then $2,000,000 to P-Newco in immediately available funds to the account set forth on Exhibit E hereto.
(g) If the Closing has not already occurred, then sixty (60) days after the execution hereof, $2,000,000 to TPL by wire transfer in immediately available funds to the account set forth on Exhibit B hereto, as an advance of the working capital amounts contemplated by Section 4.3 of the Commercialization Agreement.
(h) Upon the Termination Date:
(1) $1,000,000, plus all interest earned on such amount to date, to TPL immediately available funds to the account set forth on Exhibit B hereto;
(2) $1,327,641, plus all interest earned on such amount to date, to Patriot in immediately available funds to the account set forth on Exhibit E hereto;
(3) $2,000,000, plus all interest earned on such amount to date, to TPL in immediately available funds to the account set forth on Exhibit B hereto or, in the event that advance to TPL pursuant to Section 4(g) has been disbursed, then $1,000,000, plus all interest earned on such amount to date, to TPL in immediately available funds to the account set forth on Exhibit B hereto;
(4) $2,000,000, plus all interest earned on such amount to date, to Patriot in immediately available funds to the account set forth on Exhibit E hereto or, in the event that the advance to TPL pursuan...
