Methods of Disposition of Escrow Funds Sample Clauses

Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds and Securities as specified in this Escrow Agreement until authorized hereunder to deliver such Escrow Funds or Securities as follows: The Deposited Funds and Deposited Securities may be released to the Company and the investors, respectively, after:
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Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds as specified in this Escrow Agreement until authorized hereunder to deliver such Escrow Funds, or a portion thereof, as follows: (a) At the time of the Closing and upon receipt of a certificate in the form of Schedule I attached hereto executed by the Company, as directed in such certificate; (b) If the Minimum Offering amount has not been raised on or before ___________, 2013, the Escrow Agent shall return the Escrow Funds to the Investors, without interest, in accordance with the amount actually deposited by each Investor, or (c) as directed pursuant to Sections 4(i), 4(k) or 4(l).
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Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds and Securities as specified in this Escrow Agreement until authorized hereunder to deliver such Escrow Funds or Securities as follows: Under Rule 419, the Deposited Funds and Deposited Securities will be released by the Escrow Agent to the Company and to investors, respectively, only after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) valued at at least 80% of the offering amount; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by at least 80% of the shares sold in the offering; and third, the acquisition(s) meeting the above criteria must be consummated. If the minimum offering is not completed or the acquisition is not timely and properly consummated pursuant to Rule 419, the Escrow Agent is instructed that investors will be entitled to the return of their Deposited Funds, less the 10% non-refundable administrative fee. GENERAL PROVISIONS
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Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds in its possession and will disburse such Escrow Funds, or a portion thereof, as follows: (a) Upon receipt of a duly executed certificate in substantially the form of Schedule I hereto (a “Certificate”), as directed in such Certificate. (b) With reference to claims for payment of Losses or for indemnification pursuant to the Stock Purchase Agreement, to Buyer as follows: (i) Buyer may at any time give written notice to Sellers and the Escrow Agent that Buyer is asserting one or more claims for indemnification or payment of Losses pursuant to the Stock Purchase Agreement (a “Notice of Claim”). Each Notice of Claim shall include a description of the basis for such claim and an estimated dollar value of such claim, to the extent known. (ii) If, on or prior to the 30th calendar day following the date of delivery of a Notice of Claim, the Escrow Agent and Buyer shall not have received a written notice from Sellers of the type described below, then on the 31st day or the next succeeding business day, the Escrow Agent shall withdraw from the Escrow Funds and pay to Buyer an amount equal to the lesser of (i) the aggregate of the claims asserted in the Notice of Claim, or (ii) the balance of the Escrow Funds on the date of payment. Any claim set forth in a Notice of Claim that is not specifically disputed in a written notice from Sellers shall be paid by the Escrow Agent even though a notice of dispute was given by Sellers with respect to other claims set forth in the Notice of Claim. (iii) Sellers may deliver to the Escrow Agent and Buyer, on or prior to the 30th calendar day following the date of delivery of a Notice of Claim, a written notice to the effect that Sellers dispute the fact or amount of any one or more of the claims asserted in the Notice of Claim. If such notice of dispute from Sellers is delivered to the Escrow Agent and Buyer within such time period, then the Escrow Agent shall not disburse from the Escrow Funds the amount or amounts specifically disputed in the notice of dispute from Sellers, unless pursuant to or in accordance with: (x) a duly executed Certificate setting forth the amount of the Escrow Funds to be distributed to Buyer or Sellers, as the case may be, or (y) an Order (as defined in Section 6(k)). (c) To Sellers, in accordance with their Pro Rata Shares as directed pursuant to the written instructions of Sellers, as follows: (i) On the six month anniversary of the Closing Date, the amounts...
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Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds in its possession and will disburse such Escrow Funds, or a portion thereof, as follows: (a) Upon Escrow Agent’s receipt of Seller’s notice that a shipment of Product is ready and the related invoice to Buyer, 50% of the invoice amount for such Product shall be disbursed to Seller. The Notice and invoice may be served on the Escrow Agent via email or fax provided that a copy is simultaneously delivered to Buyer via email or fax. (b) Upon the termination of the Supply Agreement due to the closing of the Acquisition (as defined in the Supply Agreement), the remaining Escrow Funds, if any, shall be applied to the purchase price payable by Buyer to Seller in connection with the Acquisition and disbursed to Seller. In such event, Buyer and Seller shall deliver to the Escrow Agent a certificate in the form attached hereto as Schedule I; (c) Upon the fourth anniversary of the Effective Date of this Agreement, the remaining Escrow Funds, if any, shall be disbursed to Seller; (d) In the event the Supply Agreement is terminated by Buyer due to an Event of Default (as defined in the Supply Agreement) caused by Seller, the remaining Escrow Funds, if any, shall be disbursed to Buyer. In such event, Buyer and Seller shall deliver to the Escrow Agent a certificate in the form attached hereto as Schedule I; (e) In the event the Supply Agreement is terminated by Seller due to an Event of Default (as defined in the Supply Agreement) caused by Buyer, the remaining Escrow Funds, if any, shall be disbursed to Seller. In such event, Buyer and Seller shall deliver to the Escrow Agent a certificate in the form attached hereto as Schedule I; or (f) As directed by Section 4 herein.
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Related to Methods of Disposition of Escrow Funds

  • Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

  • Extent of Disposition Disposition is partial. The categories of data to be disposed of are set forth below or are found in an attachment to this Directive: Disposition is Complete. Disposition extends to all categories of data.

  • Nature of Disposition Disposition shall be by destruction or deletion of data. Disposition shall be by a transfer of data. The data shall be transferred to the following site as follows:

  • 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.

  • Timing of Disposition Data shall be disposed of by the following date:

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

  • 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.

  • 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).

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

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