Payments from the Escrow Funds. (a) The Escrowee shall use the Escrow Deposit and all additions thereto to pay Township Costs in accordance with the provisions of the Redevelopment Agreement.
(b) Township Costs paid out of the Escrow Account shall include all Township Costs as defined in the Redevelopment Agreement.
(c) Each payment for professional services charged to the Escrow Account shall be pursuant to a voucher from the professional or consultant, identifying the personnel performing the reimbursable service, each date the services were performed, the hours spent in not greater than one-quarter (1/4) hour increments, the hourly rate, and specifying in reasonable detail the properly reimbursable expenses. All professionals shall submit the required vouchers or statements to the Escrowee on a monthly basis in accordance with the schedule and procedures established by the Escrowee. The professional shall simultaneously send an informational copy of each voucher or statement submitted to the Escrowee to the Redeveloper (redacted as necessary to remove confidential and privileged information).
Payments from the Escrow Funds. (a) If, at any time on or prior to the Expiration Date (as defined below), Buyer shall deliver to the Escrow Agent a certificate of Buyer, executed by an authorized officer of Buyer (a "Buyer Certificate"), which Buyer Certificate shall:
(i) state that Buyer has incurred Losses under the Asset Purchase Agreement or the Stock Purchase Agreement (an "Indemnification Item");
(ii) state the aggregate amount of such Indemnification Item and the number of shares of Parent Stock and/or Parent Warrants necessary to satisfy the Indemnification Item based on the Share Value and the Warrant Value; and
(iii) specify in reasonable detail the nature and amount of each individual Indemnification Item, including whether such Indemnification Item results from a breach of representation or warranty or covenant of Global or of Level2. The Escrow Agent shall, promptly upon receipt of such Buyer Certificate, deliver a copy of such Buyer Certificate to Global and/or Level2 as applicable. For purposes of this Agreement, the "Expiration Date" shall be the date which is 15 days after the first three complete calendar months of trading by Global's emerging markets group debt traders that become associated with, or work for, Buyer or Parent as a result of this transaction after transfer of Global's clearing arrangement for this group with Jefferies from Global to Parent, and the date which is 15 days after the first four complete calendar months of trading using Xxxxxxx Xxxxx as ESI's clearing firm.
(b) If Global or Level2 shall object to any amount claimed in connection with any Indemnification Item specified in any Buyer Certificate, Global and/or Level2 shall, within fifteen (15) Business Days after delivery by the Escrow Agent to either party of such Buyer Certificate, deliver to the Escrow Agent a certificate, executed by an authorized officer of Global and/or Level2, as applicable (a "Seller Certificate"), (i) specifying each such amount to which the Seller objects and (ii) specifying in reasonable detail the nature and basis for each such objection. Promptly upon receipt of a Seller Certificate, the Escrow Agent shall deliver a copy of such Seller Certificate to Buyer and Parent. If the Escrow Agent shall not have received a Seller Certificate objecting to the amount claimed with respect to an Indemnification Item within such fifteen (15) Business Day period after delivery to Global and/or Level2, as applicable, of a Buyer Certificate specifying such Indemnification Item, Glo...
Payments from the Escrow Funds. (a) The Escrowee shall use the Escrow Deposit and all additions thereto to pay the Township Costs in accordance with the provisions of the Redevelopment Agreement.
(b) Each payment for professional services charged to the Escrow Account shall be pursuant to a voucher from the professional or consultant, identifying the personnel performing services, each date the services were performed, the hours spent in not greater than one-tenth (1/10) hour increments, the hourly rate, and specifying the services performed. All professionals shall submit the required vouchers or statements to the Escrowee on a monthly basis in accordance with the schedule and procedures established by the Escrowee. The professionals or the Escrowee shall simultaneously send an informational copy of each voucher or statement submitted to the Escrowee to the Redeveloper; provided, that each such informational voucher or statement may be redacted if and as necessary to prevent disclosure of privileged or otherwise confidential matters.
Payments from the Escrow Funds. (a) The Township shall use such funds to pay Reimbursable Activities.
(b) GEP shall not be charged for any costs and expenses that do not constitute Reimbursable Activities.
(c) Each payment for professional services charged to the escrow account shall be pursuant to a voucher from the professional, identifying the personnel performing the Reimbursable Activities, each date the services were performed, the hours spent in not greater than one-tenth (1/10) hour increments, the hourly rate, and specifying Reimbursable Activities. All professionals shall submit the required vouchers or statements to the Township on a monthly basis in accordance with the schedule and procedures established by the Township. Each professional shall simultaneously send an informational copy of each voucher or statement submitted to
Payments from the Escrow Funds. 6.1. The Escrow Agent shall make no payments from the Escrow Funds unless permitted pursuant to Section 5.
6.2. Any amounts payable by the Escrow Agent under this Agreement shall be paid by bank check or by wire transfer, as specified in the Payment Request Form or Final Determination received by the Escrow Agent. In the event funds transfer instructions are given (other than in writing at the time of the execution of the Agreement), such instructions shall be in writing by the person or persons designated on Exhibit 4 hereto and the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit 4 hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent. The Parties to this Agreement acknowledge that such security procedure is commercially reasonable. It is understood that the Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying number provided by any Party hereto to identify (i) the beneficiary, (ii) the beneficiary's bank or (iii) an intermediary bank. The Escrow Agent may apply funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank, or an intermediary bank, designated.
6.3. All interest and other income received from or earned on the Escrow Funds shall become a part of the Escrow Funds and be paid in accordance with the other terms of this Agreement.
Payments from the Escrow Funds
