TERMINATION OF DISBURSEMENTS FROM ESCROW Sample Clauses

TERMINATION OF DISBURSEMENTS FROM ESCROW. (a) The Escrow Agent shall deliver to each of the Escrow Stockholders on the date that is six (6) months after the date hereof (the "Interim Distribution Date"), a number of shares of Escrow Stock equal to fifty percent (50%) of the difference between (i) the then remaining shares of Escrow Stock deposited with respect to each Escrow Stockholder minus (ii) a proportionate number of shares of Escrow Stock equal to the product of to the aggregate amount of any unresolved pending Indemnification Claims (as designated in the applicable Notice(s) of Claim) multiplied by the Stipulated Value. Following the Interim Distribution Date, if all the Escrow Stock that otherwise would have been distributed on such date but for unresolved Indemnification Claims existing at such date, has not been distributed, the remaining balance of such Escrow Stock shall be released proportionately to the Escrow Stockholders or EDT, as the case may be, in conjunction with the resolution of each such unresolved pending Indemnification Claim, and no shares of Escrow Stock so withheld shall be subject to any Indemnification Claims for which a Notice of Claim is filed after the Interim Distribution Date.
Sample 1
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TERMINATION OF DISBURSEMENTS FROM ESCROW. The Escrow Agent shall deliver to the Escrow Stockholders on the date that is twelve (12) months after the date hereof, a number of shares of Escrow Stock equal to the difference between (i) the then remaining shares of Escrow Stock minus (ii) a number of shares of Escrow Stock equal in value to the value of any unresolved pending Indemnification Claims (as such value is designated in the applicable Notice of Claim(s)). The Escrow Stock delivered to each Escrow Stockholder will be in the amount of Escrow Stock as determined in the preceding sentence multiplied by the percentage of Escrow Stock opposite its name on Schedule 1. Notwithstanding the foregoing, Five Hundred Thousand Shares (500,000) shall be retained by Escrow Agent until the performance target revenues, as provided in Section 6, have been properly accounted. This Agreement shall automatically terminate following the distribution of all Escrow Stock. Notwithstanding anything to the contrary contained in this Agreement or the Stock Purchase Agreement, no distribution shall be made from escrow if, and to the extent, the aggregate value of the number of shares of Escrow Stock remaining in escrow following such distribution would be less than the aggregate Damages claimed by EDT under any Notice of Claim then pending.
Sample 1
TERMINATION OF DISBURSEMENTS FROM ESCROW. The Escrow Agent shall deliver to the Escrow Stockholder, within five (5) business days of (a) the date six (6) months after the date hereof, fifty percent (50%) of the then remaining principal balance of the Escrow Notes; (b) the date nine (9) months after the date hereof, fifty percent (50%) of the then remaining principal balance of the Escrow Notes; and (c) the Termination Date, the remaining principal balance of the Escrow Notes shall be released to the Escrow Stockholder, and this Agreement shall automatically terminate. Notwithstanding the foregoing, no distribution shall be made from escrow in the event that a Notice of Claim is pending and unrecovered. In the event that the principal balance of Escrow Notes held by Escrow Agent is such that it is impossible for Escrow Agent to deliver to Escrow Stockholder the exact principal balance required to be distributed pursuant to this Section, EDT will, upon the request of Escrow Agent (with a copy to Escrow Stockholder), deliver to Escrow Agent such substitute Escrow Note(s) as may be necessary to facilitate the appropriate distributions under this Section 5. After all of such funds have been so delivered, all rights, duties and obligations of the respective parties hereunder shall terminate.
Sample 1

Related to TERMINATION OF DISBURSEMENTS FROM ESCROW

  • 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 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.

  • 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.

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any).

  • 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.

  • Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls In the event that any Mortgage Loan is the subject of a Prepayment Interest Shortfall resulting from a Principal Prepayment in full, the Servicer shall, from amounts in respect of the Servicing Fee for such Distribution Date, deposit into the Collection Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the Servicer Advance Date immediately preceding such Distribution Date, an amount up to the Prepayment Interest Shortfall; provided that the amount so deposited with respect to any Distribution Date shall be limited to one half of the product of (x) one-twelfth of 0.50% and (y) the aggregate Stated Principal Balance of the Mortgage Loans. In case of such deposit, the Servicer shall not be entitled to any recovery or reimbursement from the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Trust Fund or the Certificateholders. With respect to any Distribution Date, to the extent that the Prepayment Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current Interest with respect to each Class of Certificates, pro rata, based upon the amount of interest each such Class would otherwise be entitled to receive on such Distribution Date. Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls relating to the Relief Act and the Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls related to the Relief Act.

  • Accounts Disbursements and Releases Section 7.01.

  • Deemed Disbursements Upon the occurrence and during the continuation of any Default under Section 8.1.9 or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, following the occurrence and during the continuation of any other Event of Default,

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