Claims and Payment; Release from Escrow. 3.1 The Escrow Agent shall release from escrow and deliver the Escrow Property (or any portion thereof) as follows: (a) Within one Business Day after the Deposits are transferred to the Escrow Agent, the Escrow Agent shall distribute to each Interested Party $1,359,520.72 (Vencor and Ventas agree that this amount represents 50% of the aggregate amount to be distributed pursuant to Section 7(a) of the Tax Refund Escrow Agreement). (b) To an Interested Party, as a certified check payable directly to a specified tax authority (for the account of an Interested Party), at the written direction of any Interested Party, five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Tax Payment Instruction"), which Tax Payment ----------------------- Instruction must certify and represent that (i) the certified check is in the amount due with respect to a Subject Tax assessed or imposed against the Interested Party, (ii) the notice and contest provisions of the Refund Agreement applying to such Subject Tax were complied with, (iii) that such Subject Tax will be due (without incurring additional interest or penalties) within eight (8) Business Days of the receipt of the Tax Payment Instruction, (iv) a copy of such Tax Payment Instruction had been contemporaneously delivered to the other Interested Party and (v) that three (3) days notice had been provided to the other Interested Party in accordance with the provisions of Section 6(c) of the Refund Agreement; (c) To an Interested Party or directly to a third-party, at the written direction of any Interested Party, within five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Contest Payment Instruction"), which Contest --------------------------- Payment Instruction must certify and represent that (i) such amount is in respect of a reasonable third-party cost of a Claim or Contest, or a Preparation Cost, in each case as provided for in Sections 5(a)(ii) of the Refund Agreement, and (ii) that such Contest Payment Instruction is accompanied by any relevant invoices issued by third-parties and that a copy of such invoices has been contemporaneously provided to the other Interested Party; (d) In accordance with written instructions to the Escrow Agent signed by both Interested Parties (a "Joint Payment Instruction") directing the ------------------------- Escrow Agent to release the Escrow Property or any portion thereof in accordance with such Joint Payment Instruction; (e) Without instruction from either Interested Party, the Escrow Agent shall distribute on or before each January 15th of each year during the term of this Agreement to each of Vencor and Ventas an amount equal to 50% of all (i) interest and other income earned or received on the Escrow Property and (ii) all interest received from a taxing authority that was part of the Escrow Property (as identified by an Interested Party to the Escrow Agent upon deposit of Subject Taxes pursuant to Section 2.2 hereof); (f) In accordance with the terms of any unstayed order, judgment or decree by a court or arbitrator ordering the release of the Escrow Property or any portion thereof; (g) After providing written notice to the Interested Parties, in accordance with the terms of this Agreement, solely with respect to the fees, costs and expenses of the Escrow Agent; and (h) Upon receipt by the Escrow Agent of written instructions signed by both Interested Parties (a "Termination Payment Instruction"), which ------------------------------- Termination Payment Instruction must certify that no further Claims may be made by a taxing authority because the applicable statute of limitations on assessments has expired or otherwise, and that no further deposits shall be made pursuant Section 2(b) of the Refund Agreement, this Agreement shall be terminated as to the Escrow Agent, except that the provisions of Sections 3.1(h), 3.2, 7(c), 8 and 15 herein shall survive, and any amounts remaining in the Escrow Account shall be delivered 50% to Vencor and 50% to Ventas. 3.2 Notwithstanding the receipt of written instructions pursuant to Section 3.1 hereof, the Parties agree that such written instruction may be withdrawn, and be of no further force and effect, by a written notice (including by telex or facsimile) to the Escrow Agent from the Interested Party that initially provided the written instruction (or, if both Interested Parties signed the written instruction, from either of them), received by the Escrow Agent any time prior to payment from the Escrow Account pursuant to Section 3.1 hereof in reliance upon the prior written instruction desired to be withdrawn.
Appears in 1 contract
Claims and Payment; Release from Escrow. 3.1 3.1. The Escrow Agent shall release from escrow and deliver the Escrow Property (or any portion thereof) as follows:
(a) Within one Business Day after the Deposits are transferred to the Escrow Agent, the Escrow Agent shall distribute to each Interested Party $1,359,520.72 (Vencor and Ventas agree that this amount represents 50% of the aggregate amount to be distributed pursuant to Section 7(a) of the Tax Refund Escrow Agreement).
(b) To an Interested Party, as a certified check payable directly to a specified tax authority (for the account of an Interested Party), at the written direction of any Interested Party, five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Tax Payment Instruction"), which Tax Payment ----------------------- Instruction must certify and represent that (i) the certified check is in the amount due with respect to a Subject Tax assessed or imposed against the Interested Party, (ii) the notice and contest provisions of the Refund Agreement applying to such Subject Tax were complied with, (iii) that such Subject Tax will be due (without incurring additional interest or penalties) within eight (8) Business Days of the receipt of the Tax Payment Instruction, (iv) a copy of such Tax Payment Instruction had been contemporaneously delivered to the other Interested Party and (v) that three (3) days notice had been provided to the other Interested Party in accordance with the provisions of Section 6(c) of the Refund Agreement;
(c) To an Interested Party or directly to a third-party, at the written direction of any Interested Party, within five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Contest Payment Instruction"), which --------------------------- Contest --------------------------- Payment Instruction must certify and represent that (i) such amount is in respect of a reasonable third-party cost of a Claim or Contest, or a Preparation Cost, in each case as provided for in Sections 5(a)(ii) of the Refund Agreement, and (ii) that such Contest Payment Instruction is accompanied by any relevant invoices issued by third-parties and that a copy of such invoices has been contemporaneously provided to the other Interested Party;
(d) In accordance with written instructions to the Escrow Agent signed by both Interested Parties (a "Joint Payment Instruction") directing the ------------------------- Escrow Agent to release the Escrow Property or any portion thereof in accordance with such Joint Payment Instruction;
(e) Without instruction from either Interested Party, the Escrow Agent shall distribute on or before each January 15th of each year during the term of this Agreement to each of Vencor and Ventas an amount equal to 50% of all (i) interest and other income earned or received on the Escrow Property and (ii) all interest received from a taxing authority that was part of the Escrow Property (as identified by an Interested Party to the Escrow Agent upon deposit of Subject Taxes pursuant to Section 2.2 hereof);
(f) In accordance with the terms of any unstayed order, judgment or decree by a court or arbitrator ordering the release of the Escrow Property or any portion thereof;
(g) After providing written notice to the Interested Parties, in accordance with the terms of this Agreement, solely with respect to the fees, costs and expenses of the Escrow Agent; and
(h) Upon receipt by the Escrow Agent of written instructions signed by both Interested Parties (a "Termination Payment Instruction"), which ------------------------------- Termination Payment Instruction must certify that no further Claims may be made by a taxing authority because the applicable statute of limitations on assessments has expired or otherwise, and that no further deposits shall be made pursuant Section 2(b) of the Refund Agreement, this Agreement shall be terminated as to the Escrow Agent, except that the provisions of Sections 3.1(h), 3.2, 7(c), 8 and 15 herein shall survive, and any amounts remaining in the Escrow Account shall be delivered 50% to Vencor and 50% to Ventas.
3.2 Notwithstanding the receipt of written instructions pursuant to Section 3.1 hereof, the Parties agree that such written instruction may be withdrawn, and be of no further force and effect, by a written notice (including by telex or facsimile) to the Escrow Agent from the Interested Party that initially provided the written instruction (or, if both Interested Parties signed the written instruction, from either of them), received by the Escrow Agent any time prior to payment from the Escrow Account pursuant to Section 3.1 hereof in reliance upon the prior written instruction desired to be withdrawn.
Appears in 1 contract
Sources: Cash Escrow Agreement (Ventas Inc)
Claims and Payment; Release from Escrow. 3.1 The Escrow Agent shall release from escrow and deliver the Escrow Property (or any portion thereof) as follows:
(a) Within one Business Day after the Deposits are transferred to the Escrow Agent, the Escrow Agent shall distribute to each Interested Party $1,359,520.72 (Vencor and Ventas agree that this amount represents 50% of the aggregate amount to be distributed pursuant to Section 7(a) of the Tax Refund Escrow Agreement).
(b) To an Interested Party, as a certified check payable directly to a specified tax authority (for the account of an Interested Party), at the written direction of any Interested Party, five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Tax Payment Instruction"), which Tax Payment ----------------------- Instruction must certify and represent that (i) the certified check is in the amount due with respect to a Subject Tax assessed or imposed against the Interested Party, (ii) the notice and contest provisions of the Refund Agreement applying to such Subject Tax were complied with, (iii) that such Subject Tax will be due (without incurring additional interest or penalties) within eight (8) Business Days of the receipt of the Tax Payment Instruction, (iv) a copy of such Tax Payment Instruction had been contemporaneously delivered to the other Interested Party and (v) that three (3) days notice had been provided to the other Interested Party in accordance with the provisions of Section 6(c) of the Refund Agreement;
(c) To an Interested Party or directly to a third-party, at the written direction of any Interested Party, within five (5) Business Days after receipt of, and in accordance with, written instructions to the Escrow Agent signed by such Interested Party (a "Contest Payment Instruction"), which Contest --------------------------- Payment Instruction must certify and represent that (i) such amount 2 <PAGE> is in respect of a reasonable third-party cost of a Claim or Contest, or a Preparation Cost, in each case as provided for in Sections 5(a)(ii) of the Refund Agreement, and (ii) that such Contest Payment Instruction is accompanied by any relevant invoices issued by third-parties and that a copy of such invoices has been contemporaneously provided to the other Interested Party;
; (d) In accordance with written instructions to the Escrow Agent signed by both Interested Parties (a "Joint Payment Instruction") directing the ------------------------- Escrow Agent to release the Escrow Property or any portion thereof in accordance with such Joint Payment Instruction;
; (e) Without instruction from either Interested Party, the Escrow Agent shall distribute on or before each January 15th of each year during the term of this Agreement to each of Vencor and Ventas an amount equal to 50% of all (i) interest and other income earned or received on the Escrow Property and (ii) all interest received from a taxing authority that was part of the Escrow Property (as identified by an Interested Party to the Escrow Agent upon deposit of Subject Taxes pursuant to Section 2.2 hereof);
; (f) In accordance with the terms of any unstayed order, judgment or decree by a court or arbitrator ordering the release of the Escrow Property or any portion thereof;
; (g) After providing written notice to the Interested Parties, in accordance with the terms of this Agreement, solely with respect to the fees, costs and expenses of the Escrow Agent; and
and (h) Upon receipt by the Escrow Agent of written instructions signed by both Interested Parties (a "Termination Payment Instruction"), which ------------------------------- Termination Payment Instruction must certify that no further Claims may be made by a taxing authority because the applicable statute of limitations on assessments has expired or otherwise, and that no further deposits shall be made pursuant Section 2(b) of the Refund Agreement, this Agreement shall be terminated as to the Escrow Agent, except that the provisions of Sections 3.1(h), 3.2, 7(c), 8 and 15 herein shall survive, and any amounts remaining in the Escrow Account shall be delivered 50% to Vencor and 50% to Ventas.
3.2 Notwithstanding the receipt of written instructions pursuant to Section 3.1 hereof, the Parties agree that such written instruction may be withdrawn, and be of no further force and effect, by a written notice (including by telex or facsimile) to the Escrow Agent from the Interested Party that initially provided the written instruction (or, if both Interested Parties signed the written instruction, from either of them), received by the Escrow Agent any time prior to payment from the Escrow Account pursuant to Section 3.1 hereof in reliance upon the prior written instruction desired to be withdrawn.
Appears in 1 contract
Sources: Cash Escrow Agreement