Payments from the Escrow Account. (a) A Parent Indemnified Party shall initiate a claim against the Escrow Fund by delivering to the Member Representative, with a copy to the Depository Agent, a written notice (an "Indemnification Notice"), which Indemnification Notice shall:
(i) state that such Parent Indemnified Party is a Parent Indemnified Party under the Merger Agreement and has paid or incurred one or more Losses that satisfy the indemnification provisions set forth in Section 8.2 of the Merger Agreement (each, a "Covered Loss");
(ii) state in good faith the aggregate amount (the "Indemnification Amount") of each such Covered Loss; and
(iii) specify in reasonable detail the nature and basis of each such Covered Loss.
(b) If the Member Representative shall object in good faith to any portion of any Indemnification Amount specified in any Indemnification Notice, the Member Representative shall, within thirty (30) calendar days after delivery by the Parent Indemnified Party to the Member Representative of such Indemnification Notice, deliver to the Depository Agent (with a copy to the Parent Indemnified Party) a certificate, executed by the Member Representative (a "Certificate of Objections"):
(i) specifying each such amount to which the Member Representative objects in good faith; and
(ii) specifying in reasonable detail the nature and basis for each such good faith objection. Promptly upon receipt of a Certificate of Objections, the Depository Agent shall deliver a copy of such Certificate of Objections to the Parent Indemnified Party.
(c) If the Depository Agent shall not have received a Certificate of Objections objecting to an Indemnification Amount within thirty (30) calendar days after delivery to the Member Representative of an Indemnification Notice specifying such Indemnification Amount, the Holders and the Member Representative shall be deemed to have acknowledged that the Indemnification Amount claimed on such Indemnification Notice is correct and final and the Depository Agent shall thereafter transfer to such Parent Indemnified Party out of the Escrow Account (such transfer to be applied and deducted from the Escrow Fund pro rata in accordance with each Holder's Pro Rata Share of the Escrow Fund) such number of Escrowed Shares with an aggregate value equal to the Indemnification Amount set forth in the Indemnification Notice, together with any Proceeds attributable to such transferred Escrowed Shares. For purposes of this Agreement, each Escrowed Share shall be deemed to ...
Payments from the Escrow Account. 2.1 No amount shall be released out of the Escrow Account otherwise than in accordance with this paragraph 2.
2.2 Each of the Buyer and the Warrantors shall bear their own costs in connection with establishing and maintaining the Escrow Account.
2.3 In the event that the Warrantors are entitled to payment of any sum out of the Escrow Account in accordance with the provisions of this paragraph 2 then:
(a) the Buyer’s sole obligation in relation to such payment shall be to deliver the applicable release instruction in writing to the Escrow Agents pursuant to the Escrow Letter; and,
(b) subject to the Buyer delivering such instruction when required the Buyer shall have no further obligation to any Warrantor in respect of any amount standing to the credit of the Escrow Account.
2.4 Subject as otherwise provided by this paragraph 2, the amount (if any) standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Date.
2.5 If, following the Escrow Account being established and prior to the Release Date, a GSOP Claim is settled and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied by the Warrantors under this agreement, then each of the Warrantors unconditionally and irrevocably agrees that:
(a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and
(b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver to the Escrow Agents an instruction for the release of such amount as is equal to the Due Amount to the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of the Due Amount not otherwise satisfied by the Warrantors under this agreement and the amount standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative...
Payments from the Escrow Account. The Escrow Agent shall make payments from the Escrow Account to the Director, the Grantor, or other persons, as instructed in writing by the Director. Payments from the Escrow Account shall be made solely in accordance with Sections 11523, 11523a, and 11523b of the Act. The Escrow Account so established shall be used solely to provide for the payment of the costs of closure, post-closure, and/or corrective action at the facility or facilities, covered by this Agreement, to reimburse the Grantor for legitimate expenses in carrying out closure, post-closure, and/or corrective action activities as approved by the Director, or to disburse to the Grantor excess funds as determined by the Director not required to be part of this Escrow Account. If the Director issues a notice of violation or other order to the Grantor alleging violation of the closure, post-closure, or corrective action requirements, the Director may, after providing the Grantor seven (7) days notice and opportunity for hearing, access the funds in the Escrow Account to complete closure, post-closure maintenance and monitoring, and/or corrective action to the extent necessary to correct such violations. In accordance with Section 11523b(6), the owner/operator may request the Department to authorize the release of funds from an Escrow Account if the owner/operator demonstrates that the value of the account exceeds the owner’s/operator’s financial assurance obligation. A payment or disbursement from the Account shall not be made without the prior written approval of the Department. The owner or operator shall receive all interest or earnings from an Escrow Account upon its termination. The Escrow Agent shall ensure the filing of all required tax returns for which the Escrow Account is liable and shall disburse funds from earnings to pay lawfully due taxes owed by the Escrow Account, without permission of the Department.
Payments from the Escrow Account. Any payment to be made by the Escrow Agent pursuant to this Agreement (whether to the Parent, the Purchaser, the Investors, the Sellers or any third party) shall be made by check or wire transfer (upon receipt of written wire transfer instructions of the recipient) out of the Escrow Account.
Payments from the Escrow Account. Tenant agrees that, during the course of design and construction of the Tenant Improvements, funds shall disbursed from the Escrow Account to pay for TI Costs up to twice a month upon receipt by the holder of the Escrow Account of draw requests in Landlord’s standard form, containing such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), and other matters as Landlord customarily obtains.
Payments from the Escrow Account. The Escrow Agent shall hold the Escrow Amount in escrow in the Escrow Account in accordance with the terms and conditions set forth in this Agreement and shall make payments from the Escrow Account only as provided in Section 4 below.
Payments from the Escrow Account. Payment by Payment Notice
(a) a written statement from a Cayman Islands counsel to the Company that the EGM has adopted a resolution to approve the Business Combination; or
(b) a written statement from a Cayman Islands counsel to the Company confirming that (a) the Business Combination Deadline has passed without the Company completing a Business Combination and (b) either (i) the acceptance period under the share redemption arrangement has expired or (ii) a resolution at a General Meeting to pursue a Liquidation was adopted.
5.1 Upon satisfaction of all of the Payment Notice Conditions, the Escrow Agent shall promptly instruct the Foundation to make the Requested Payment no later than the Payment Date or, in the event that the final Payment Notice Conditionis satisfied after the Payment Date, promptlythereafter. For the avoidance of doubt, the Escrow Agent shall rely solely on the instructions contained in the Payment Notice and shall have no obligation or responsibility whatsoever to verify the correctness of any document attached to the Payment Notice.
Payments from the Escrow Account. (a) If at any time on or prior to the earlier of (i) the first anniversary of the Effective Date and (ii) the date on which Sellers have no obligations under Section 13 of the Stock Purchase Agreement (the "Distribution Date"), Buyer shall deliver to the Escrow Agent a Buyer Certificate (as defined below), the Escrow Agent shall, promptly upon receipt of such Buyer Certificate, deliver a copy thereof to Green Mountain.
Payments from the Escrow Account. On or before ten (10) business days prior to the Date Due listed in Section 2.8(b) above, Bank will remit payment in the amount listed to the following party in accordance with the following wire transfer instructions:
Payments from the Escrow Account. The Escrow Agent shall hold the Escrowed Cash in the Escrow Account in accordance with this Agreement and shall make payments from the Escrow Account only as follows:
(a) Payments shall be made to Purchaser for claims made by Purchaser when, and to the extent, authorized under Section 4.1 above.
(b) On or prior to the third (3rd) Business Day following the Escrow Distribution Date, Purchaser and Seller shall prepare and deliver a Joint Instruction to pay from the Escrow Account to Seller an amount equal to any Escrow Balance (less any Reserve Amount, if
