Common use of Disbursements from Escrow Clause in Contracts

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. Within 180 days following (a) The parties agree that, until all amounts are paid from the Escrow, any payment to be made on account of a Final Determination that FTC’s Subchapter S election will not Claim pursuant to this Article 8 shall 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 made from the Escrow Amount having an aggregate value equal and that neither party shall be required to the Tax Equivalency Payment, if any, as set forth make a direct payment on account of a Claim until all funds contained in the Notice and Escrow have been distributed. (2b) disburse to the Representative out of On the Escrow Amount an amount equal to Release Date (or if such day is not a Business Day, on 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”first Business Day thereafter), if anythe Seller and the Purchaser, 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 terms of the Escrow Agreement, shall jointly instruct the Escrow Agent to pay to the Seller the excess of the amounts then available in the Escrow minus the amount of any Claims finalized but not yet paid minus the Purchaser’s reasonable and good faith estimate of any Losses that are subject to a pending Claim (as mutually agreed by the Seller acting reasonably and in good faith) or in dispute and remain unresolved (the “Release Amount”). Upon receipt of any such notice, the Escrow Agent shall disburse the Release Amount over promptly and in any event within three (3) Business Days of the sum delivery of fees assessed against such notice. (c) If the amounts remaining in the Escrow have not been fully disbursed in accordance with Section 8.10(a), then the Escrow Agent shall hold the funds in escrow until the Escrow Agent receives: (i) an order, judgment or decree of a court which has taken jurisdiction relating to the amounts remaining in the Escrow directing the disbursement of such amounts; (ii) written directions signed by the Seller to disburse all of the remaining Escrows to Purchaser; (iii) written directions signed by Purchaser to disburse all of the remaining Escrow to the Seller; or (iv) written directions signed by both the Seller and Purchaser specifying how the amounts remaining in the Escrow are to be disbursed. If disbursement is to be made in accordance with Section 8.10(c) (i), (ii) or (iii) above, the Escrow Agent shall provide the Seller and Purchaser with written notice of its intent to distribute not less than ten (10) days prior to disbursing the Escrow Amount. If either party objects, the Escrow Agent shall continue to hold the Escrow Amount pursuant to Section 8(b), in accordance with the Tax Equivalency Payment, if any, and the Reimbursed Representative Expenses, if any, each as set forth in the NoticeEscrow Agreement.