Disbursement of Escrow Property Sample Clauses

The Disbursement of Escrow Property clause defines the conditions and procedures under which assets or funds held in escrow are released to the appropriate parties. Typically, this clause outlines the specific events or documentation required before the escrow agent can transfer the property, such as the completion of contractual obligations or receipt of necessary approvals. Its core practical function is to ensure that the disbursement process is transparent and secure, protecting the interests of all parties by preventing premature or unauthorized release of escrowed assets.
Disbursement of Escrow Property. The Escrow Agent shall notify the Company on a weekly basis (and more frequently if requested by the Company) of the amount of funds in the Escrow Account as well as the activity in the Escrow Account since the last report. The Escrow Property shall be disbursed as follows: (a) If payments of the Minimum Amount or more for Shares are obtained on or prior to the date that is one year after the effective date of the Registration Statement (the “Minimum Offering Expiration Date”) and the Company has delivered a written notice (the “Minimum Offering Notice”) attached as Exhibit D, signed jointly by two Authorized Persons (as defined in Section 12(r)) of the Company, stating that it has received and accepted Subscription Agreements for the Minimum Amount of Shares, thereafter the Escrow Agent shall pay out the Escrow Property when and as directed by any Authorized Person of the Company. Regardless of any payout of Escrow Account, funds in the Pennsylvania Account shall not be paid to the Company until such time as the Company notifies the Escrow Agent in writing that it has received and accepted total subscription proceeds equal to or exceeding $19,250,000. (i) Notwithstanding the foregoing, if the Escrow Agent is not in receipt of evidence of subscriptions accepted and Instruments of Payment totaling or exceeding $19,250,000 on or before the close of business on such date that is 120 days after commencement of the Offering (the “Initial Pennsylvania Escrow Period”), then the Company will notify the Pennsylvania investors within 10 calendar days after the end of the Initial Pennsylvania Escrow Period that they have a right to have their investment returned to them. If a Pennsylvania investor requests a return of such funds within 10 days of receipt of the notification, the Company shall deliver to the Escrow Agent a letter (a form of which is attached hereto as Exhibit E) instructing the Escrow Agent to remit the funds to the Pennsylvania investor and the funds will be returned to such investor within 15 calendar days after receipt by the Company of the Pennsylvania investor’s request so long as the Company gives written notice to the Escrow Agent within 5 days of its receipt of such Pennsylvania investor’s request. (ii) The subscription proceeds of Pennsylvania Investors who do not request the return of their investment within the Initial Pennsylvania Escrow Period shall remain in the Pennsylvania Account for successive 120 day escrow periods (each a “Successi...
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Disbursement of Escrow Property. Subject to Section 3(e) hereof, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property in the cases specifically provided for in this Section 4 hereof. (b) Promptly, and in any event, within two (2) Business Days following receipt of a notice in the form of the Officer’s Certificate from the Escrow Issuer and Multi-Color attached hereto as Exhibit A and signed by their Authorized Officers (as set forth on Schedule A), a copy of which shall be delivered to the Trustee and MLPF&S on the same day delivery is made to the Escrow Agent, upon which the Escrow Agent may conclusively rely, the Escrow Agent will liquidate all investments and release the Escrow Property as follows: (i) first, an amount in cash equal to the Escrow Purchasers’ Commission to MLPF&S, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 5 hereof; and (ii) second, any and all remaining Escrow Property to Multi-Color by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof. (c) If either (1) the Escrow Agent shall not have received an Officer’s Certificate as contemplated by clause (b) of this Section 4, on or prior to the Escrow Outside Date, or (2) Multi-Color shall provide the Escrow Issuer, the Escrow Agent and the Trustee(with a copy to MLPF&S ) with written notice in the form of the Officer’s Certificate from Multi-Color attached hereto as Exhibit B and signed by its Authorized Officers (as set forth on Schedule A), then within two (2) Business Days of the earlier of the dates as set forth in clauses (1) and (2) of this clause (c) (such earlier date being the “Acquisition Deadline”), the Escrow Issuer shall send or cause to be sent a notice of Special Mandatory Redemption to all holders of the Notes. On the day falling three (3) Business Days after the Acquisition Deadline (the “Escrow Redemption Date”), the Notes will be redeemed at a price equal to 100.00% of the principal thereof, plus, in each case, accrued and unpaid interest on the Notes from the issue date of the Notes to, but not including, the date of such redemption (the “Escrow Redemption Price”). After its receipt of instructions from Multi-Color, the Escrow Agent will, on the Business Day immediately prior to the Escrow Redemption Date, liquidate all investments of Escrow Property then held by it ...
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Disbursement of Escrow Property. Subject to Section 3(e) hereof, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:
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Disbursement of Escrow Property. The Escrow Agent shall disburse the Escrow Property as provided in this Section 1.03.
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Disbursement of Escrow Property. The Escrow Agent shall notify FR and ASCOT respectively of the receipt by it of Escrow Property and any notification of the amount of Net Profits. Unless otherwise specifically provided herein, and upon satisfaction of conditions precedent, Escrow Agent shall automatically and without further instruction, disburse Escrow Property and Net Profits, including currency (USD), collateral documents, and other considerations. On a quarterly basis, Escrow Agent shall disburse, via wire transfer or certified check, to all parties the proceeds, if any, from the sale of the Fund’s assets less normal and customary escrow fees. These instructions may be modified only in writing by all of the Parties to this Agreement.
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Disbursement of Escrow Property. The Escrow Property shall be released to the Company upon the earlier to occur of the following: (i) the payment of any amounts payable pursuant to any Judgments or Settlements of all pending UBL Matters (as each such term is defined in the I/C Agreement), and (ii) the dismissal, with
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Related to Disbursement of Escrow Property

  • 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 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 SEC 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 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (c) Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, within two (2) Business Days of receipt of, and in accordance with, a Joint Written Direction. Such Joint Written Direction shall contain complete payment instructions, including wire transfer instructions or an address to which a check shall be sent. By signing this Agreement, each of the Parties agrees to execute and provide Joint Written Directions as are consistent with the provisions and intent of the Underlying Agreement and this Agreement. (b) Within two (2) Business Days of receipt of a written notification from either Party of a Final Order (with a copy of such written notification provided concurrently to the other Party), which notification will attach a copy of such Final Order, instructing Escrow Agent that a Party or other person is entitled to the release of Escrow Funds pursuant to the Underlying Agreement, Escrow Agent shall release such Escrow Funds in accordance with such Final Order and accompanying instructions. Any such Final Order delivered to Escrow Agent shall be accompanied by a certificate from the Party delivering the Final Order (with a copy of such certificate provided concurrently to the other Party) confirming that such Final Order is final and nonappealable and issued from a court of competent jurisdiction, and that the accompanying instructions are in accordance with such Final Order. Escrow Agent shall be entitled to conclusively rely upon such certification and instructions and shall have no responsibility to make any determination as to whether the Final Order is from a court of competent jurisdiction or is final and nonappealable. (c) Prior to any disbursement, Escrow Agent shall have received reasonable identifying information regarding the recipient so 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 Form W-8, as applicable. All disbursements of funds from Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 10 and Section 11. (d) Each of Purchaser and the Seller Representative may deliver written notice to Escrow Agent in accordance with Section 14 changing such Party’s wire transfer instructions, which notice shall be effective only upon receipt by Escrow Agent. (e) Escrow Agent shall, within five (5) Business Days of the end of each calendar month, deliver to Purchaser and the Seller Representative a statement setting forth (i) the aggregate amount of Escrow Funds so released or disbursed, (ii) the recipient of such disbursement or release, (iii) whether such disbursement or release was made from the Adjustment Escrow Account, the Indemnity Escrow Account, or the Interim Breach Escrow Account, and (iv) the respective balances of the Adjustment Escrow Account, the Indemnity Escrow Account, and the Interim Breach Escrow Account as of such date after giving effect to such disbursement or release. Promptly upon receipt of the Escrow Funds, Escrow Agent shall provide Purchaser and the Seller Representative with permissions to view the Adjustment Escrow Account, the Indemnity Escrow Account, and the Interim Breach Escrow Account via the Internet at no additional cost.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment of Escrowed Funds (1) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interest bearing bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks, including the banks set forth in Section 6.2(4) hereof (each such bank, an "Approved Bank"). (2) The Subscription Receipt Agent shall pay interest at an annual rate agreed to between the Subscription Receipt Agent and the Approved Bank. (3) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 6.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The Corporation and the Underwriters acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. At any time and from time to time, the Corporation and the Underwriters, acting together, in accordance with this Agreement, shall be entitled to direct the Subscription Receipt Agent by Written Request of the Corporation countersigned by authorized signatories of the Underwriters to (a) not deposit any new amounts in any Approved Bank specified in the notice and/or (b) withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation and the Underwriters acknowledge and agree that such specified amount remains at the sole risk of the Subscription Receiptholders prior to and after such withdrawal. (4) The Approved Banks include Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and the Toronto-Dominion Bank.