DISBURSEMENT OF ESCROW FUNDS definition

DISBURSEMENT OF ESCROW FUNDS. The Escrow Agent shall disburse ("Initial Disbursement") to the Company, pursuant to written instruction from the Company, substantially in the form attached hereto as Exhibit A, all of the Subscription Payments held in the Escrow Account in immediately available funds, if the Escrow Agent has received, on or before the Termination Date: i. Subscription Payments in an aggregate amount of not less than $20,000,000 and written acceptance of each Subscriber's subscription by the Company; ii. Written confirmation from the Company that it has executed a design-build agreement for the construction and operations of its ethanol plant ("Design-Build Notice"); iii. Written confirmation from the Company that the Company has closed on $29,269,000 to $34,094,000 of debt financing, less any grants the Company may receive, excluding the grant from the Department of Energy for up to $2,820,000 ("Financing Notice"); and iv. Written confirmation from the Company that it is not subject to any legal orders prohibiting the offering or the ethanol plant, or orders from the Securities and Exchange Commission revoking the effectiveness of its Registration Statement (collectively with Design-Build Notice and Financing Notice, "Closing Notice"). If the Escrow Agent receives additional Subscription Payments after the Initial Disbursement, then the Escrow Agent shall disburse the Subscription Payments to the Company upon written instruction from the Company, substantially in the Form attached hereto as Exhibit A. If the Escrow Agent does not receive the Closing Notice from the Company by the Termination Date, then the Escrow Agent shall refund to Subscribers, without interest, each Subscriber's Subscription Payment per written instruction from the Company. The Escrow Agent shall also disburse to the Company all interest on funds held in the Escrow Account." 4. Except to the extent specifically amended as set forth above, all other terms of the Escrow Agreement remain in full force and effect.
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DISBURSEMENT OF ESCROW FUNDS. As designated in Escrow Agreement.
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Related to DISBURSEMENT OF ESCROW FUNDS

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnity Escrow Amount means $3,000,000.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • Escrow Cash is defined in Section 4.1(a).

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Escrow Payments With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.