Disbursement of Escrow Funds Sample Clauses
The Disbursement of Escrow Funds clause outlines the conditions and procedures under which funds held in escrow are released to the appropriate parties. Typically, this clause specifies the events or documentation required before the escrow agent can distribute the funds, such as the completion of a transaction, delivery of goods, or mutual agreement of the parties. Its core function is to ensure that funds are only released when predetermined obligations are met, thereby protecting the interests of all parties and reducing the risk of premature or improper disbursement.
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Disbursement of Escrow Funds. (a) Subject to Section 3(b) and Section 10, NCPS shall promptly 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) 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 promptly 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 ...
Disbursement of Escrow Funds. At such time as (i) checks representing subscriptions for at least 40 Units ($1,000,000) shall have been deposited with the Bank, without regard to Units subscribed for by the Managing General Partner or its affiliates, and (ii) funds for at least $1,000,000 shall have been collected by the Bank, upon receipt by the Bank of written instructions from the Managing General Partner and the Broker Dealer informing the Bank of the date of closing with respect to the Partnership, the Bank will deliver to the Managing General Partner certified, or official bank or trust checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party. In the event that any funds, including cleared funds but excluding funds that are part of the initial $1,000,000 necessary for disbursement, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this Agreement, the Managing General Partner shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other instruments to the Managing General Partner. The Managing General Partner acknowledges that its obligation in the preceding sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Disbursement of Escrow Funds. At such time as (i) checks representing subscriptions for at least 10 Units ($1,000,000) shall have been deposited with the Bank and (ii) funds for at least $1,000,000 shall have been collected by the Bank, upon receipt by the Bank of written instructions from the Managing General Partner and the Dealer Manager informing the Bank of the date of closing with respect to the Partnership, the Bank will deliver to the Managing General Partner by federal funds wire or by certified, or official bank or trust checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party. In the event that any funds, including cleared funds, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this Agreement, the Managing General Partner shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other instruments to the Managing General Partner. The Managing General Partner acknowledges that its obligation in the preceding sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Disbursement of Escrow Funds. Following deposit into the Escrow Account of funds totaling $50,000.00, TAO shall disburse all such funds to FPC and shall notify all Investors that placed Escrow Funds with TAO that such disbursement has taken place.
Disbursement of Escrow Funds. (a) With respect to each Permit set forth on Schedule 1 hereto, if Buyer has caused such Permit to be transferred to Buyer and the corresponding Seller Bonds to be replaced, terminated and surrendered prior to the expiration of the applicable Transfer Period, Seller shall, within five (5) days of each such event, instruct the Escrow Agent to transfer to Buyer the amount corresponding to such Permit on Schedule 1.
(b) With respect to each Permit set forth on Schedule 1, if Buyer has not caused such Permit to be transferred to Buyer and the corresponding Seller Bonds to be replaced, terminated and surrendered prior to expiration of the applicable Transfer Period, Seller shall, within five (5) days of each such event, instruct the Escrow Agent to transfer to Seller the amount corresponding to such Permit on Schedule 1.
(c) With respect to each Permit set forth on Schedule 1 hereto, if Buyer has taken all action required of it for the transfer of any Permit to it, but the Permit can not be transferred to the Buyer due to the fault, action or failure to act of the Seller, then in such circumstance the Seller shall, within five (5) days of each such event, instruct the Escrow Agent to transfer to the Buyer the amount corresponding to such Permit on Schedule 1.
(d) All transfers of funds provided in above subparagraphs (a), (b), and (c) shall be completed by the Escrow Agent within five (5) business days of the Seller's notice to the Escrow Agent
(e) In the event the Purchase Agreement or any of the Related Agreements are terminated, rejected or materially breached by Buyer after the Closing, Seller shall instruct the Escrow Agent to transfer to Seller all of the Escrow Funds then held by the Escrow Agent and all earnings thereon.
Disbursement of Escrow Funds. Following deposit with the Bank of checks representing subscriptions for at least 50 units ($1,000,000) and funds for at least $1,000,000 have been collected by the Bank and upon receipt by the Bank of written instructions from the Managing General Partner and the Dealer-Manager as to the date of closing with respect to such Partnership, the Bank will deliver to the Managing General Partner certified or official bank checks drawn on the Escrow Funds to the orders and in the amounts set forth in the aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account prior to December 31, 1997. Pursuant to separate instructions from the Managing General Partner, the Bank will transmit to the subscribers, as specified by the Managing General Partner, the balance of the Escrow funds, representing interest which will be prorated by the Managing General Partner derived from the deposit of the Escrow funds in accordance with paragraph 2.3, in the amount set forth in the aforementioned instructions. All such disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party.
Disbursement of Escrow Funds. (a) In the event Purchaser determines that it is entitled to all or any portion of the Escrow Funds pursuant to Sections 11.2 or 11.3 of the Purchase Agreement, Purchaser shall deliver written notice to the Escrow Agent and ▇▇▇▇▇, stating the factual basis for, and the amount of, such entitlement ("Claim"). Within ten (10) days following such delivery of the Claim, ▇▇▇▇▇ may deny all or any portion of the Claim by delivering written notice to the Escrow Agent and Purchaser, indicating the amount or portion of the Claim which is denied and the factual basis for such denial ("Denial").
(b) In the event that ▇▇▇▇▇ fails to timely deliver a Denial to the Escrow Agent, the Escrow Agent shall immediately release and distribute to Purchaser an amount equal to the Claim.
(c) In the event the Escrow Agent receives a timely Denial from ▇▇▇▇▇ as to all or any portion of a Claim, the Escrow Agent shall (i) immediately distribute to Purchaser an amount, if any, equal to the portion of the Claim that ▇▇▇▇▇ has not denied, and (ii) within sixty (60) days of receipt of such Denial, file an action in interpleader with any Illinois court of competent jurisdiction to resolve such disagreement and deposit with the registry of the court an amount equal to the denied portion of the Claim, unless a joint instruction is received by the Escrow Agent from ▇▇▇▇▇ and the Purchaser as to the disposition of the denied portion of the Claim prior to the expiration of such sixty (60) day period. If the Denial does not state the amount or portion of the Claim denied, the total amount of the Claim shall be deemed denied.
(d) The Escrow Agent shall distribute any portion of the Escrow Funds remaining in the Escrow Agent's possession immediately upon the expiration of the Escrow Period to ▇▇▇▇▇, free and discharged from any further obligation with respect to the same hereunder.
(e) Notwithstanding anything herein to the contrary, during the Escrow Period, the Escrow Agent shall distribute so much of the Escrow Funds to ▇▇▇▇▇ as provided in a written joint instruction received by the Escrow Agent from ▇▇▇▇▇ and the Purchaser and signed by both of them.
Disbursement of Escrow Funds. The Representatives may from time to time, in accordance with the provisions of the Stock Purchase Agreement, deliver a Joint Written Direction to Escrow Agent, specifying in reasonable detail the aggregate dollar amount of any “Escrow Payment” to be made pursuant to Section 2.05 of the Stock Purchase Agreement, and the dollar amount of the disbursements to be from the Escrow Payment to Shareholder and Purchaser, if applicable. Within two (2) Business Days after receiving the Joint Written Direction, the Escrow Agent shall disburse at the direction of the Representatives by the method specified in the Joint Written Direction, out of the Escrowed Funds, the dollar amounts of each disbursement claimed in the Joint Written Direction, and shall give written confirmation to the Representatives that such disbursements have been made.
Disbursement of Escrow Funds. Escrow Agent shall release and disburse the Escrow Funds in accordance with the provisions of this Section 4.
Disbursement of Escrow Funds. Both Escrowor and Escrowee shall jointly sign a Disbursement Authorization letter, substantially in the form of the statement set forth as Attachment 2, requesting disbursement of a specific amount in US$ that is all or part of the Escrowed Funds in accordance with payment and delivery methods as stated in the letter. To: From: M&T Trust Company of Delaware, as Escrow Agent Date: Subject: Escrow Deposit M&T Trust Company of Delaware, as Escrow Agent, hereby acknowledges receipt, as of the date indicated above, of the sum of $ for Orange REIT Inc. (the “Escrowed Funds”) from , said Escrowed Funds being delivered to and received by Escrow Agent pursuant to and in accordance with the terms and conditions of that certain Escrow Agreement dated , by and between Orange REIT Inc. as Escrowor, ▇.▇. ▇▇▇▇▇▇ & Company, LLC, as Escrowee and M&T Trust Company of Delaware as Escrow Agent. The Escrowed Funds have been placed in account: ; the account is entitled Orange REIT Escrow Account; the account bears interest at the per annum rate of %; funds may be withdrawn from time to time from the account on days notice; and the account is not subject to federal deposit insurance or if it is subject to such insurance, only $100,000 of the Escrowed Funds are covered by such insurance. M&T Trust Company of Delaware By: Name: Title: M&T Trust Company of Delaware Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇ Re: Escrow Agreement dated January , 2007 among ORANGE REIT INC. (the “Escrowor”), ▇.▇. ▇▇▇▇▇▇ & COMPANY, LLC (“▇.▇. ▇▇▇▇▇▇”) and M&T TRUST COMPANY OF DELAWARE, as Escrow Agent (“Escrow Agent”) Ladies and Gentlemen: