Payments; Escrow Sample Clauses

Payments; Escrow. (a) Subject to Section 2.06 and the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the NAVR Indemnified Parties for Losses for which such Persons are entitled to indemnification pursuant to Section 10.02 (provided that such NAVR Indemnified Party may only pursue the Escrow Amount pursuant to Section 10.02(b) in the event that the applicable SFC Equityholder does not timely make the payment as contemplated in all respects by Section 10.11(b)) and in accordance with the Escrow Agreement. Subject to Section 10.11(b), each NAVR Indemnified Party shall be required to collect (by disbursement from the Escrow Account in accordance with the Escrow Agreement) the indemnification obligations of each SFC Equityholder under Section 10.02 against the portion of Escrow Amount then-remaining in the Escrow Account prior to seeking payment for such obligations directly from such SFC Equityholder.
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Payments; Escrow. (a) Within ten (10) Business Days after both (i) the resolution of any indemnification claim by any Purchaser Indemnified Party hereunder pursuant to which such Purchaser Indemnified Party is entitled to any payment from a Selling Party pursuant to Section 6.1 and (ii) the delivery by such Purchaser Indemnified Party of a written request for payment to such Selling Party, such payment shall be made by the applicable Selling Party. Subject to the terms of the Escrow Agreement, the Escrow Amount will be available to compensate the Purchaser Indemnified Parties for Damages for which such Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 6.1 and in accordance with the Escrow Agreement.
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Payments; Escrow. (a) on the Execution Date, Acquiror shall pay to the Company Shareholders, in accordance with the Percentages, $300,000, in cash, which shall be non- refundable in the event that the Merger is not consummated by June 1, 2000 (the "Drop Dead Date") as a result solely of a failure by Acquiror to perform any of its covenants or obligations hereunder; provided that the amount so paid shall be credited against the Cash Payment in the event the Merger is consummated;
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Payments; Escrow. (a) The Indemnifying Party shall pay all amounts payable pursuant to ARTICLE VIII in immediately available funds, to an account specified by the Indemnified Party, no later than twenty (20) days following any Final Determination of such Loss and the Indemnifying Party’s liability therefor. A “
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Payments; Escrow. 6.5.1 All amounts payable to an Indemnified Party by an Indemnifying Party in connection with a Loss pursuant to this Article 6 shall be satisfied, at the election of Buyer in its sole discretion, either (i) to the extent there are sufficient funds in the Escrow Account, by Buyer and Seller jointly instructing the Escrow Agent in writing to release to Buyer from the Escrow Account such amounts payable to such Buyer Indemnified Party, or (ii) against such Indemnifying Party, directly. Seller shall cause any amount payable to a Buyer Indemnified Party by an Indemnifying Party for a Loss pursuant to this Article 6 to be paid by wire transfer of immediately available funds promptly, but in any event no later than ten (10) days, following the date that such Loss becomes payable pursuant to this Article 6. For the avoidance of doubt, a Loss with respect to any Direct Claim resolved as provided in Section 7.8 shall become payable after any Order shall have been rendered that is final and nonappealable.
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Payments; Escrow. Once a Loss has been agreed to by the Indemnifying Party or finally adjudicated in a non-appealable proceeding to be payable pursuant to this Article IX, the Indemnifying Party shall satisfy its obligations within five (5) Business Days if such agreement or final non-appealable adjudication by wire transfer of immediately available funds. Any indemnification of the Buyer Indemnified Parties pursuant to this Article IX will first be satisfied by payment from the Escrow Amount until the Escrow Amount is exhausted or released, or if such indemnification relates only to a single Seller, until the Escrow Amount applicable to such Seller has been exhausted or released and then directly by each Seller, severally but not jointly, by wire transfer of immediately available funds from such Seller to an account designated by the Buyer.
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Payments; Escrow. (a) Within ten (10) Business Days after both (i) the resolution of any indemnification claim by any Purchaser Indemnified Party hereunder pursuant to which such Purchaser Indemnified Party is entitled to any payment from a Selling Party pursuant to Section 6.2 and (ii) the delivery by such Purchaser Indemnified Party of a written request for payment to such Selling Party, such payment shall be made by the applicable Selling Party. Any claims for indemnification made by a Purchaser Indemnified Party hereunder shall be satisfied first out of the amounts held in the Escrow Account. After the Escrow Amount has been exhausted in full, any amount in excess of the Escrow Amount owed to the Purchaser Indemnified Parties hereunder, which amount shall not exceed the Cap, shall be paid by Seller or the Stockholder.
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Payments; Escrow. (a) At Closing, Purchaser shall pay to Sellers the Base Purchase Price.
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Related to Payments; Escrow

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Payments at Closing At the Closing, Buyer shall:

  • DEPOSITS TO THE ESCROW ACCOUNT The Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, and retain therein:

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Disbursements from Escrow Funds to Pay NCPS NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.

  • 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.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Deposits into Escrow a. All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:

  • Payments from Paying Agent Account The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows:

  • Deposits to the Collection Account and Special Payments Account (a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by it (other than any Scheduled Payment which by the express terms hereof is to be deposited to a Cash Collateral Account).

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