Disbursements from Escrow Clause Samples
The "Disbursements from Escrow" clause defines the conditions and procedures under which funds or assets 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 escrowed funds, such as the completion of contractual obligations or receipt of necessary approvals. By clearly specifying the triggers and process for disbursement, this clause ensures that all parties understand when and how escrowed assets will be distributed, thereby reducing disputes and providing security for both sides in the transaction.
Disbursements from Escrow. Within 180 days following a Final Determination that FTC’s Subchapter S election will not be reinstated retroactively to September 23, 2020 or no later than five (5) business days following a Final Determination that FTC’s Subchapter S election will be reinstated retroactively to September 23, 2020, as applicable, BancPlus and the Representative jointly shall prepare and provide to the Escrow Agent a joint written notice (“Notice”) reflecting the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses (as defined below), if any. The Escrow Agent shall promptly, but no later than two (2) business days after the receipt of the Notice (A)(1) disburse to BancPlus a portion of the Escrow Amount having an aggregate value equal to the Tax Equivalency Payment, if any, as set forth in the Notice and (2) disburse to the Representative out of the Escrow Amount an amount equal to the documented cost and expenses (including any filing fees) actually and reasonably incurred by the Representative in connection with or related to (x) the fulfillment of his obligations or exercise of his rights under this Agreement and (y) payments made to the IRS or to Representative’s counsel or experts in connection with, related to, or during the process of determining and/or reaching (i) the amount of the Tax Equivalency Payment or (ii) a Final Determination (the “Reimbursed Representative Expenses”), if any, each as set forth in the Notice and (B) disburse to the Exchange Agent for the benefit of the former shareholders of FTC, on a pro rata basis in accordance with the FTC shares of common stock formerly held by such shareholders as of immediately prior to the Effective Time, the excess, if any, of the remainder of the Escrow Amount over the sum of fees assessed against the Escrow Amount pursuant to Section 8(b), the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any, each as set forth in the Notice.
Disbursements from Escrow. The Escrow Agent will disburse the Escrow:
(a) to the Company within five business days of the Escrow Agent’s receipt of a notice jointly executed by ▇’▇▇▇▇▇ and the Company stating that: “The Company is entitled to receive the escrow funds because (i) each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of the Merger Agreement have been duly performed by the Company and the Company is not otherwise in breach of any provision of the Merger Agreement, and (ii) all of the conditions to Parent and Purchaser’s obligations to effect the Merger are satisfied except for the condition set forth in Section 6.02(a) of the Merger Agreement;”
(b) to ▇’▇▇▇▇▇ within five business days of the Escrow Agent’s receipt of a notice jointly executed by ▇’▇▇▇▇▇ and the Company stating that: “▇’▇▇▇▇▇ is entitled to receive the escrow funds pursuant to the terms of the Merger Agreement;”
(c) to ▇’▇▇▇▇▇ five business days after July 31, 2004 if the Escrow Agent has not received a written demand from the Company that the Escrow Agent disburse the Escrow to the Company by the date of such disbursement; provided, however, that, notwithstanding the receipt by the Escrow Agent of such a demand from the Company, the Escrow Agent shall not disburse the Escrow to the Company in such circumstances unless one of the other provisions of this Section 3.2 is also satisfied;
(d) to the Company within five business days of the Escrow Agent’s receipt of a notice jointly executed by ▇’▇▇▇▇▇ and the Company stating that: “The Company is entitled to receive the escrow funds because the Company terminated the Merger Agreement pursuant to Section 7.01(e)(i) of the Merger Agreement;”
(e) to the Company pursuant to a final, non appealable, court order determining that (i) the conditions referred to in (a)(i) and (ii) above have been satisfied or (ii) the Merger Agreement was terminated and the conditions referred to in (d) above have been satisfied; or
(f) to ▇’▇▇▇▇▇ pursuant to a final, non appealable, court order determining that the Merger Agreement was terminated and (i) the conditions in (a)(i) and
Disbursements from Escrow. (a) Zenith and RlSCORP agree to cause all funds currently on deposit with the Escrow Agent to be distributed as soon as reasonably practicable, but in no event later than 20 business days after execution of this Settlement Agreement, as follows:
(i) Six million dollars ($6,000,000) to Zenith; and
(ii) the balance of all principal and interest to RISCORP, Inc.
(b) Following the foregoing disbursement of funds, the Escrow Agreement shall be terminated and the parties shall execute such documents or instruments as may be reasonably necessary to evidence such termination.
(c) RISCORP acknowledges that Zenith intends to treat the amounts received under this paragraph 2 as reimbursement for unexpected expenses incurred by Zenith in connection with carrying on the Business acquired from RISCORP.
Disbursements from Escrow. As more specifically set forth in the Escrow Agreement:
(a) Buyer may from time to time give to the Escrow Agent (i) a duplicate copy of any Indemnification Notice pursuant to Section 10.4 above, (ii) a duplicate copy of any Non-Third Party Claim Indemnification Notice pursuant to Section 10.5 above, or (iii) such other notice stating that (A) any claim for indemnification under Section 6.13 above or (B) any Indemnifiable Claim under this Article X (each an "Indemnification Claim") has been made by any Buyer Indemnified Party and identifying in good faith the estimated dollar amount of such Indemnification Claim accompanied by reasonable supporting documentation (a "Buyer Notice").
(b) Immediately upon receipt of a Buyer Notice, the Escrow Agent shall give Seller notice of receipt thereof (an "Escrow Agent Notice"). If Seller gives notice to Buyer and the Escrow Agent disputing any such Indemnification Claim and/or indicating that Seller awaits additional supporting documentation (a "Counter Notice") within twenty (20) calendar days following receipt of the Escrow Agent Notice, such Indemnification Claim shall be resolved in accordance with the terms of the Escrow Agreement. If no Counter Notice is received by the Escrow Agent within such twenty (20) days, then the dollar amount of Damages claimed by the applicable Buyer Indemnified Party as set forth in the Buyer Notice shall be deemed established for purposes of this Agreement and the Escrow Agreement, and, at the end of such 20-day period, the Escrow Agent shall pay Buyer an amount equal to the dollar amount claimed in the Buyer Notice from the Escrow.
(c) The Escrow Agent will distribute any undistributed amount of the Escrow Amount, together with all interest and other income thereon and proceeds thereof (the "Escrow Deposit") to Seller on the first (1st) business day after the Escrow Termination Date (as defined below), unless an Indemnification Claim is then pending, in which case the amounts to be so distributed from (the Escrow Deposit shall be reduced by the aggregate dollar amount of such Indemnification Claims pending their resolution in accordance with the provisions of the Escrow Agreement. For purposes hereof, the term "Escrow Termination Date" shall mean 5:00 p.m. Eastern Time on the date that is 17 months after the Closing Date. Notwithstanding the foregoing, so long as no Indemnification Claim has been made by any Buyer Indemnified Party, the Escrow Agent will distribute the entire Escrow...
Disbursements from Escrow. 4.1. From time to time after the date of this Agreement, GSI may send Escrow Agent a notice (each, a “Claim Notice”) that it is entitled to indemnification pursuant to the Merger Agreement (a “Claim”). Each Claim Notice shall set forth the amount that GSI contends it is owed (or, if such amount cannot be determined presently, the reasonably estimated amount that GSI could be owed) and, in reasonable specificity, the basis for such contention.
4.2. The Shareholders shall be entitled to provide Escrow Agent with a written objection (each, a “Claim Notice Objection”) in respect of each Claim Notice. Each Claim Notice Objection shall state that the Shareholders dispute the facts set forth in the Claim Notice in question in good faith and also shall state, with reasonable specificity, the basis for such dispute.
4.3. If Escrow Agent does not receive a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (30th) calendar day after the date on which such Claim Notice was given, Escrow Agent shall promptly pay the amount specified in such Claim Notice to GSI by delivering to GSI that portion of the Escrow Assets that is equal in value to the amount specified in the Claim Notice, determined in accordance with Section 4.6. If the Claim Notice in question states that the amount owed cannot then be determined, Escrow Agent shall not make any payment until GSI issues a follow-up Claim Notice to Escrow Agent in respect of such Claim setting forth the actual amount due, and if Escrow Agent does not receive a Claim Notice Objection from the Shareholders on or before the thirtieth (30th) day after the date on which such follow-up Claim Notice was given, Escrow Agent shall then pay GSI the actual amount due.
4.4. If Escrow Agent receives a Claim Notice Objection from the Shareholders in respect of a particular Claim Notice on or before the thirtieth (30th) day after the date on which such Claim Notice or follow-up Claim Notice was given, Escrow Agent shall have no obligation to disburse the amount specified in such Claim Notice except on receipt of a joint written direction signed by both GSI and the Shareholders or in accordance with a final (non-appealable) order, judgment or award of a court of competent jurisdiction.
4.5. GSI may not submit a Claim Notice after the first (1st) anniversary of the date of this Agreement (the “Escrow Termination Date”); provided, however, GSI may submit a follow up Claim Notice afte...
Disbursements from Escrow. 6 Section 3.1. Condition to Disbursement................................................... 6 Section 3.2.
Disbursements from Escrow. The Escrow Assets shall be disbursed as follows:
(a) Within three (3) Business Days following the final resolution of the loans identified on Schedule 2.3(i) of the Merger Agreement (the "Subject Loans"), Southern Missouri shall direct the Escrow Agent to disburse the Escrow Assets from the Escrow Account to Southern Missouri for the purpose of covering any Loss (as defined below) incurred by Southern Missouri in connection with the Subject Loans, as follows: (i) an amount of Escrow Consideration equal to such Loss shall be disbursed to Southern Missouri; and (ii) all Income attributed to the portion of the Escrow Consideration disbursed pursuant to Section 5(a)(i) shall correspondingly be disbursed to Southern Missouri.
(b) If any Escrow Assets remain in the Escrow Account after the completion of the disbursements under Section 5(a), then within three (3) Business Days of that date the Escrow Agent shall distribute any such remaining Escrow Assets to the Shareholders, in accordance with Section 6.
(c) For purposes of this Agreement, the term "Loss" means the difference between (i) the sum of (A) the outstanding principal balance of the Subject Loans as of the Closing Date, (B) the accrued but unpaid interest on the Subject Loans as of the Closing Date, and (C) all reasonable costs and expenses incurred by Southern Missouri or Southern Bank (or any of their respective designees, representatives or agents) related to the resolution of the Subject Loans, minus (ii) the sum of (A) all payments made on the outstanding principal of and accrued but unpaid interest on the Subject Loans after the Closing Date, and (B) the proceeds on the sale or other disposition of collateral securing the Subject Loans.
Disbursements from Escrow. (a) In the event Buyer is entitled to a disbursement from the Escrow Funds in accordance with Sections 4 or 5 above, Buyer shall deliver to Seller and Escrow Agent a notice setting forth the amount due to Buyer together with reasonable back-up documentation (a “Payment Request”). In no event shall Buyer be entitled to submit a Payment Request t pursuant to this Agreement more than once per calendar quarter.
(b) In the event Seller delivers a Dispute Notice pursuant to Section 3(d) above, Seller and Buyer shall attempt to resolve any differences with respect to the parties’ obligations hereunder for a period of ten (10) business days following receipt of the Dispute Notice. In the event the parties are not able to resolve the amount due to Buyer within such ten (10) business day period, then the determination of Buyer’s rights with respect to the Escrow Funds shall be submitted to arbitration pursuant to Section 7 below.
Disbursements from Escrow. The funds and documents deposited into Escrow pursuant hereto shall be distributed as follows:
(a) Upon receipt, prior to the Expiration Date (as defined in the Subscription Agreement), of a certificate executed by an officer of the Administrative Agent stating that the Tranche A Equity Subscription Date has occurred and that amounts remain outstanding on the Tranche A Loan, the Escrow Agent shall deliver the Purchase Notices to the Administrative Agent. The Escrow Agent shall send copies of such Purchase Notices and the Administrative Agent's certificate delivered under this subsection (a) to the Issuer.
(b) Upon receipt of Subscription Funds from an Equity Investor and a certificate executed by an officer of the Administrative Agent which states the number of shares of Preferred Stock and Common Stock or Warrants that the Equity Investor has purchased from the Issuer, the Escrow Agent shall (i) deliver by wire transfer to the Administrative Agent the amount of the Subscription Funds, (ii) complete the Preferred Stock Certificate by filling in the number of shares of Preferred Stock purchased by the Equity Investor (as indicated in the Administrative Agent's certificate) and deliver to such Equity Investor the Preferred Stock Certificate, (iii) if the Administrative Agent's certificate states that the Equity Investor has purchased Common Stock, complete the Transfer Agent Instructions by filling in the number of shares of Common Stock purchased (as indicated in such the Administrative Agent's certificate) and send to the transfer agent the Transfer Agent Instructions instructing the transfer agent to issue certificates to the Equity Investor representing shares of Common Stock and (iii) if the Administrative Agent's certificate states that the Equity Investor has purchased Warrants, complete the Warrant by filling in the number of shares of Common Stock subject to the Warrants (as indicated in the Administrative Agent's certificate) and send the Warrants to the Equity Investor. The Escrow Agent shall send copies of the Preferred Stock Certificates, Transfer Agent Instructions or Warrants sent to each Equity Investor, as well as a copy of the Administrative Agent's certificate delivered under this subsection (b) to the Issuer.
(c) Upon receipt of a certificate executed by an officer of the Administrative Agent stating that (a) the Tranche A Term Loan has been paid in full or (b) the Expiration Date (as defined in the Subscription Agreement) has occurred pr...
Disbursements from Escrow. All disbursements from the Escrow shall be made by Escrow Holder's trust account check unless Escrow Holder receives written instructions to the contrary. Escrow Holder shall disburse funds by wire if the recipient or the recipient's agent requests such disbursement in writing.