Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the...
Payment of Escrow Funds. Any payment of the Escrow Funds to be made by the Escrow Agent pursuant to this Agreement (whether to the Company or to the Buyer) shall be made by wire transfer in immediately available funds (upon receipt of written wire transfer instructions of the recipient).
Payment of Escrow Funds. (i) Except as otherwise set forth in Section 4(a)(ii) and 4(a)(iii) below, the Escrow Funds shall be payable to the Purchaser or the Distribution Agent (as agent for the Sellers and the EMEA Sellers) as provided in joint written instructions delivered by the Purchaser and the Seller Parties pursuant to the ASSA or the EMEA ASA, and the Purchaser and the Seller Parties agree to comply with Section 2.2.6(b) of the ASSA and provide the Escrow Agent joint written instructions to draw on (in the case of a payment to the Distribution Agent) or cancel (in any other case) the Letter of Credit(s) (if any) and/or pay to the Distribution Agent (as agent for the Sellers and the EMEA Sellers) or the Purchaser, as applicable, funds from the relevant Escrow Account any time that such Person becomes entitled to such payment from the relevant Escrow Account pursuant to the ASSA or the EMEA ASA, and the Escrow Agent agrees to distribute amounts from the Escrow Accounts in accordance with such joint instructions.
(ii) From time to time, the Purchaser may deliver to the Escrow Agent (with a copy to the Seller Parties) a certificate specifying the amount of any payment due to the Purchaser pursuant to Paragraph 11 of Schedule 6 of the EMEA ASA, upon which, the Escrow Agent shall, within three (3) Business Days from delivery of such certificate, and without requirement of notice to or approval from the Seller Parties, distribute to the Purchaser from the EMEA Employment Escrow Account the amount specified in such certificate, plus all interest or profit with respect to such amount.
Payment of Escrow Funds a. Upon receipt by Escrow Agent of the joint written notice of Seller and Buyer, Escrow Agent shall disburse Escrow Funds in the amount(s) and to the Party(ies) specified in such notice.
b. If Seller provides written notice ("Seller's Claim Notice") to Escrow Agent and Buyer that Seller is owed Liquidated Damages pursuant to the terms and conditions of the Asset Purchase Agreement, specifying in reasonable detail the contractual basis for any such claim, and Buyer does not give notice to Seller and Escrow Agent disputing such claim ("Buyer's Counter Notice") within 45 days following receipt by Escrow Agent and Buyer of Seller's Claim Notice, Escrow Agent shall disburse all of the Escrow Funds to Seller. If Buyer timely delivers Buyer's Counter Notice as provided herein, Escrow Agent shall disburse the Escrow Funds to Seller only in accordance with (i) joint written instructions of Buyer and Seller or (ii) a final and nonappealable judgment, decree or order of a court of competent jurisdiction or a final and nonappealable arbitration award, adjudicating the dispute with respect to Seller's Claim Notice.
c. From time to time, Buyer may give notice ("Buyer's Claim Notice") to Seller and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim it may have under the Asset Purchase Agreement. If Seller does not give notice to Buyer and Escrow Agent disputing such claim ("Seller's Counter Notice") within 45 days following receipt by Escrow Agent and Seller of Buyer's notice regarding such claim, the dollar amount of damages set forth in Buyer's Claim Notice shall be deemed established for purposes of this Agreement and the Asset Purchase Agreement, and the Escrow Agent shall disburse Escrow Funds to Buyer in such amount. If Seller timely gives Seller's Counter Notice as provided herein, then Escrow Agent shall disburse Escrow Funds relating to Buyer's Claim Notice only in accordance with (i) joint written instructions of Buyer and Seller or (ii) a final and nonappealable judgment, decree or order of a court or a final and nonappealable arbitration award, adjudicating the dispute with respect to Buyer's Claim Notice.
Payment of Escrow Funds. Borrower, Composite Technology Corporation, is party to that certain Asset Purchase Agreement dated as of August 10, 2009 by and among Daewoo Shipbuilding & Marine Engineering Co., Ltd., XxXxxx, Inc. and Borrower (as amended, the “Purchase Agreement”). Borrower is due monies from time to time under the Escrow Agreement (as defined in Section 6.5) (such monies due from time to time, “Escrow Proceeds”). Until such time as PFG may otherwise instruct, Borrower shall promptly (and in no event later than one (1) Business Day after Borrower’s receipt of cleared funds) cause monies paid to it under the Escrow Agreement to be directly paid over to PFG. For the avoidance of doubt, Escrow Proceeds shall exclude monies nominally paid to Borrower but required under the terms of the Purchase Agreement and/or the Escrow Agreement to be immediately paid to third party claimants under the Purchase Agreement. Such Escrow Proceeds paid to PFG shall be credited against any fees (including the Waiver Fee specified in Section 6.4 hereof) and expenses payable to PFG under the Loan Documents, to interest due on outstanding Obligations, to the Security Deposit (to the extent then required) and finally to principal. PFG may, in its sole and absolute discretion, from time to time, remit back to Borrower all or any portion of Escrow Proceeds received and creditable to principal and, so long as such amounts are remitted back to Borrower within three (3) Business Days after the Business Day on which PFG has received such amounts, payment of that portion of such Escrow Proceeds shall not be deemed to constitute a repayment in part of the principal balance of the Loan.
Payment of Escrow Funds. With respect to any portion of the Escrow Funds to be released to Company Securityholders pursuant to Section 8.8, if any Company Securityholder has not satisfied the Payment Condition prior to the date on which a portion of the Escrow Funds is to be released or paid to such Company Securityholder, then any portion of the Escrow Funds that would otherwise be released or paid to such Company Securityholder shall be held by Parent or the Paying Agent, without interest, until such Company Securityholder satisfies the Payment Condition.
Payment of Escrow Funds. 5.1 Any payment hereunder shall be made pursuant to the provisions of Section 4 in Euros to the 1 The this item (iii) could be already fulfilled when CGES’ Ear-Marked Account and CGES’ Segregated Account are opened. CGES’ Segregated Account or to the bank account of Terna indicated in advance in writing by Terna (as the case may be).
5.2 The Escrow Agent shall execute all payments and transfers under this Escrow Agreement by wire transfer in immediately available funds to the relevant bank accounts on the same Business Day that such payments and transfers are to be made under this Escrow Agreement.
Payment of Escrow Funds. On the Closing Date, Escrow Agent shall pay to Global an amount equal to $6,000,000 and Escrow Agent shall pay to U.S. Co. the remainder, if any, of the Escrow Funds. Notwithstanding the foregoing, if the Closing has not yet occurred, Escrow Agent shall make payment with respect to the Escrow Funds as follows: (i) in accordance with the joint written instructions of Global and U.S. Co; (ii) in accordance with a final non-appealable order of the court entering such final Judgment (any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that the order is final and non-appealable); or (iii) to U.S. Co. upon termination of the Agreement, only if (a) the Agreement is terminated because the Closing has not occurred on or before May 31, 2000, and (b) none of Buyers, DMJ, Xxxxxx or Xxxxxxxxxxx is then in breach of the Agreement.
Payment of Escrow Funds. Parent hereby directs the Payment Agent, upon each receipt of Escrow Funds from the Escrow Agent pursuant to the terms of the Indemnity and Adjustment Escrow Agreement or the Securityholders Representative Escrow Agreement, to mail by first class mail to each Eligible Securityholder, a check drawn, or remit a bank wire transfer (if applicable), in an amount equal to such Securityholder’s Percentage Share (as set forth on Schedule A directly opposite from such Securityholder’s name) of such Escrow Funds, subject to any withholding of taxes in accordance with Section 3.6 hereof (each such payment, an “Escrow Funds Payment”) as soon as reasonably practicable following receipt of the Escrow Funds (but in all events within two (2) Business Days). Wire transfer instructions will be provided for each Securityholder electing a bank wire transfer by direction of the Securityholder in accordance with the Letter of Transmittal, if applicable. Checks shall be made payable to the holder of record of the Shares or RSUs, as applicable, or to the person, if any, whose name has been specified in the Letter of Transmittal or Surrender Agreement, as applicable, received by the Payment Agent.
Payment of Escrow Funds
