Disbursements of Escrow Funds Sample Clauses

Disbursements of Escrow Funds a. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering document and has remained in effect for at least twenty (20) days, Escrow Agent shall pay...

Disbursements of Escrow Funds. (a) Subject to the terms set forth in the Underlying Agreement and in this Agreement, the Escrow Fund shall be available to Depositor, acting on its own behalf and on behalf of the Acquisition Sub, to satisfy the indemnification obligations of the Recipient arising out of Section 9.2.1 of the Underlying Agreement at any time up to the time of the Escrow Release Date and from time to time in accordance with the terms of the Underlying Agreement and this Agreement. If Depositor makes any claim on behalf of any party entitled to indemnification pursuant to the Underlying Agreement (each such party, an "Indemnified Party") against any party or parties against whom indemnification may be sought by such Indemnified Party under the Underlying Agreement (each such party against whom indemnification may be sought, an "Indemnifying Party"), Depositor shall give written notice to the Indemnifying Party and the Escrow Agent in accordance with the notice provisions of the Underlying Agreement and this Agreement (a "Claim Notice"), which Claim Notice shall (A) describe in reasonable detail the facts upon which Depositor, on behalf of the Indemnified Party(ies), makes such claim and state that the Indemnified Party(ies) have made a reasonable estimate of Losses, including the calculation thereof (as defined in Section 9.2.1 of the Underlying Agreement), subject to the indemnification obligations of the Indemnifying Party under Section 9 of the Underlying Agreement, (B) state that the Indemnified Party seeks payment from the Escrow Fund to satisfy the payment of such Losses, and (C) specify the number of Escrow Shares that Depositor has determined shall be released from the Escrow Fund to Depositor, on behalf of the Indemnified Party(ies) in connection with such claim (a "Claim"). As set forth in Section 9.4.2 of the Underlying Agreement, the average closing bid price per share of the SafeNet Common Stock on the NNM for the five trading days ending on the trading day immediately preceding the Closing (as defined in the Underlying Agreement) shall be used in determining the value of the Escrow Shares for indemnification purposes.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction or Final Written Direction. The Joint Written Direction or Final Written Direction will contain complete payment instructions, including wiring instructions or an address to which a check shall be sent. In the case where the account is at a zero dollar balance it may be closed by the Depositor individually. Prior to any disbursement, Escrow Agent shall have received reasonable identifying information regarding the Recipient such that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or original IRS Form W-8, as applicable. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 10 and Section 11 below.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds only (1) in the event the Officer’s employment with the Company is terminated by the Company for any reason other than as a result of the Officer’s death or Disability (as defined in the Employment Agreement) or for Cause (as defined in the Employment Agreement), or (2) in the event the Officer’s employment with the Company is terminated within two (2) years following a Change in Control (as defined in the Employment Agreement), (a) by the Company without Cause or (b) by the Officer for Good Reason (as defined in the Employment Agreement). To evidence the fulfillment of the condition to payment and release of the Escrow Funds and as a condition to Escrow Agent’s duty to disburse the Escrow Funds, the Officer shall deliver a duly executed Officer Certificate. Such Officer Certificate shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, any remaining Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Company, any Company Representative, or the Officer. In the event the Escrow Funds are paid to the Officer in accordance with this Section 4, the Officer shall have the sole responsibility to pay all applicable state and federal taxes, including all applicable withholding taxes, on amounts paid to the Officer. The Escrow Agent shall not be responsible for withholding any amounts on behalf of the Officer. At the end of the Escrow Period, all interest and earnings on the Escrow Funds shall be returned to the Company. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time upon receipt of and in accordance with a Written Direction signed by (a) both Representatives; (b) User Representative certifying that Owner has failed to satisy its obligations to remove the System and restore the Premises to the condition and within the time frame described in the EMS Agreement; or (c) Owner Representative certifying that Owner has satisfied its obligations to remove the System and restore the Premises to the condition and within the time frame described in the EMS Agreement. In the case of a Written Direction delivered pursuant to clause (b) or (c), Escrow Agent shall notify the other Representative of the Written Direction. If within 10 Business Days of such notice by the Escrow Agent, the Escrow Agent has not received a written objection to the Written Direction, the Escrow Agent shall disburse the Escrow Funds as set forth in said Direction. If the Escrow Agent receives a written objection within said 10 Business Days, the Escrow Agent shall not disburse the funds to a party until receiving (A) a Written Direction signed by each Representative or (B) a court order.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time upon receipt of and in accordance with (a) a Written Direction signed by User and Contractor or (b) a Written Direction signed by User certifying that (i) an Event of Default has occurred and is continuing under the EMS Agreement resulting from the Contractor’s breach of its obligations under the EMS Agreement to remove the PV System (as defined in such EMS Agreement) and restore the Premises (as defined in such EMS Agreement) and (ii) the Escrow Funds being requested are in an amount reasonably necessary to satisfy, and will be applied by User in satisfaction of, such Contractor obligations. Such Written Direction shall contain wiring instructions or an address to which a check shall be sent. If at any time the Escrow Amount exceeds the amount set forth on Schedule A, Escrow Agent shall distribute, as promptly as practicable, such excess Escrow Funds to Contractor in the manner described on Schedule A, without any further instruction or direction from either Representative.

Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction. Such Joint Written Direction shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, the Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Representatives. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 2.10 and Section 2.11 below.

Disbursements of Escrow Funds a. If the Underlying Agreement is not fully executed, Escrow Agent shall disburse Escrow Funds at any time and from time to time upon receipt of, and in accordance with, a Purchaser Written Direction. Such Purchaser Written Direction shall contain complete payment instructions, including wiring instructions or an address to which checks shall be sent. If Purchaser sends Escrow Agent a Purchaser Written Direction, i shall also send such to Seller simultaneously. b. After execution of the Underlying Agreement, Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction. Such Joint Written Direction shall contain complete payment instructions, including wiring instructions or an address to which a check shall be sent. c. Prior to any disbursement, Escrow Agent shall have received reasonable identifying information regarding the recipient such that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or original IRS Form W-8, as applicable. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 11 and Section 12 below.

Disbursements of Escrow Funds. (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions. (b) Upon the expiration of the Working Capital Escrow Period, Buyer and Sellers’ Representative shall execute Joint Written Direction to direct the Escrow Agent to release to either Buyer or Sellers’ Representative, or a combination of both, within two (2) Business Days, all Working Capital Escrow Funds as determined pursuant to Section 2.3(c) of the Purchase Agreement. Such Joint Written Direction shall include (a) the amounts to be disbursed to, or as directed by, Buyer and Sellers’ Representative, as applicable, and (b) Complete Payment Instructions.

Disbursements of Escrow Funds. (a) Subject to Section 3(b) and Section 10, NCPS shall disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: (i) A Minimum Offering Notice; (ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering; (iii) Instruction Letter; and (iv) such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer's request for closing via NCPS's online portal and (2) Issuer's written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, "Law"), including, without limitation, NACHA's operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. (b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber's subscription; (ii) from Issuer Party that there will be no closi...