Distribution of the Escrow Property Clause Samples

The "Distribution of the Escrow Property" clause defines how and when the assets or funds held in escrow are to be released to the appropriate parties. Typically, this clause outlines the specific conditions or events that must occur before the escrow agent is authorized to distribute the property, such as the completion of contractual obligations or receipt of required documentation. By clearly specifying the process and requirements for distribution, this clause ensures that the escrowed property is transferred only when all agreed-upon terms are met, thereby protecting the interests of all parties and preventing premature or improper release.
Distribution of the Escrow Property. Escrow Agent is directed to hold and distribute the Escrow Property as set forth in this Section 3. Amounts distributed pursuant to this Section 3 to the Buyer shall be paid to the Buyer in accordance with wire instructions furnished by the Buyer to Escrow Agent. Amounts distributed pursuant to this Section 3 to the Sellers shall be paid to the applicable party in accordance with the wire instructions furnished by the Sellers’ Representative to Escrow Agent. Other than as provided in clauses (a) through (e) below, Escrow Agent shall distribute the Escrow Property only in accordance with (i) a written instrument delivered to Escrow Agent that is executed by the Sellers’ Representative and the Buyer and that instructs Escrow Agent as to the disbursement of some or all of the Escrow Property or (ii) a final non-appealable order of a court of competent jurisdiction, a copy of which is delivered to Escrow Agent by the Sellers’ Representative or the Buyer, that instructs Escrow Agent as to the disbursement of some or all of the Escrow Property. To the extent any portion of the Escrow Amount is paid to the Buyer or the Sellers’ Representative in accordance with the terms hereof, such payment shall also include 60% of any Distributions received by the Escrow Agent on such amounts. (a) In the event that the Buyer delivers a written certification to Escrow Agent and the Sellers’ Representative asserting that the Buyer is entitled to receive all or any portion of the Escrow Property in respect of any Losses (as defined in the Purchase Agreement) that any person or party is entitled to indemnification by the Sellers, which such certification shall include a description of the amount and nature of such claims and Losses, and the Sellers’ Representative does not, in a written notice delivered to the Buyer and Escrow Agent within 30 days after the delivery of the Buyer’s notice, dispute such assertion, then Escrow Agent shall automatically distribute to the Buyer an amount equal to the portion of the Escrow Amount that the Buyer asserted it is entitled to receive in such notice plus 60% of any Distributions received by the Escrow Agent on such amounts. (b) On [15 months after closing], the Escrow Agent shall automatically distribute to the Sellers an amount equal to the excess of the (i) the Escrow Property over (ii) the Outstanding Claims Amount, plus 60% of any Distributions received by the Escrow Agent on the amounts specified in this clause (ii).
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Distribution of the Escrow Property. Escrow Agent will hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows: (a) Upon written instructions, at each closing of each offering of Fund shares, the Escrow Agent will wire principal balances on deposit in the Escrow Account to the custody account of the Fund. However, if the Fund does not accept the subscription of a Potential Investor, then the principal amount of such Potential Investor’s subscription shall be returned without interest to such Potential Investor upon written instructions from Fund or Advisor in the amount of the principal balance specified in such written instructions, by check or wire transfer sent to the address or account of the Potential Investor included in such written instructions and the Escrow Agent is not responsible for any errors in such address or wire instructions provided by the Fund or the Advisor. Such written instructions shall be sent to the Escrow Agent by 2:00 p.m. Eastern time on the closing date with respect to each closing. (b) Except as otherwise set forth herein, all payments of the Escrow Property will be effected by wire transfer in immediately available funds.
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Distribution of the Escrow Property. Escrow Agent shall hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows:
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Distribution of the Escrow Property. Escrow Agent shall hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows: (a) Upon determination of the Final Purchase Price under the Purchase Agreement, and at least three Business Days prior to any requested disbursement from the Escrow Account, Purchaser and Seller will deliver a written notice signed by an authorized person set forth on Schedule I attached hereto (“Authorized Representative”) of each of Purchaser and Seller to disburse the Escrow Property to Purchaser, Seller, or allocated between Purchaser and Seller (the “Disbursement Instruction”). A Disbursement Instruction must be signed by both the Purchaser’s and Seller’s Authorized Representative, and delivered pursuant to Section 11 below. Escrow Agent shall and is hereby authorized to withdraw and pay said disbursement as specified in a Disbursement Instruction. Escrow Agent may act upon a Disbursement Instruction received pursuant to Section 11 hereunder and may rely upon the signature(s) thereon of an Authorized Representative regardless of by whom or by what means the actual or purported signature(s) thereon may have been affixed thereto if such signature(s) resemble the specimen on Schedule I attached hereto or as provided to Escrow Agent from time to time. Escrow Agent shall incur no liability to Purchaser or Seller or otherwise for having acted in accordance with instructions on which it is authorized to rely pursuant to the provisions hereof. (b) All payments of the Escrow Property will be effected by wire transfer in immediately available funds in accordance with the terms set forth in Section 12.
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Distribution of the Escrow Property. Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Upon receipt of (i) a certified copy of the resolutions of Depositor’s board of directors approving and authorizing the disbursement of Escrow Property in connection with an investment in the hospitality or related industries (a “Permitted Investment”) and (ii) a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit A, (A) instructing Escrow Agent to disburse a portion of the Escrow Property equal to (x) the purchase price of such Permitted Investment, plus (y) two percent (2%) of the PI Transaction Value (as defined in the Depositor’s registration statement on Form S-11 (File No. 333-165622)) of such Permitted Investment for general working capital purposes (the “Working Capital Release”), plus (z) such amount necessary to cover transaction expenses, including, but not limited to, closing costs, capital expenditures, pursuit costs, escrows, future commitments or reserves, in connection with such Permitted Investment, and (B) certifying that such portion of the Escrow Property, less the Working Capital Release, will be used solely in connection with such Permitted Investment (“Permitted Investment Certificate”), Escrow Agent shall disburse such specified portion of Escrow Property to Depositor. For the avoidance of any doubt, Escrow Agent is not responsible for independently verifying that the specified amount set forth in any Permitted Investment Certificate equals the sum of the amounts set forth in the preceding sentence. (b) Upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit B, (i) instructing Escrow Agent to disburse a specified amount of Escrow Property to pay for any deposits required in connection with any Permitted Investment(s) and (ii) certifying that such Escrow Property will be used solely in connection with such deposits, Escrow Agent shall disburse such specified amount to Depositor. (c) Upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit C, (i) instructing Escrow Agent to disburse a specified amount of Escrow Property necessary to permit Depositor to timely distribute to its stockholders an amount sufficient to eliminate U.S. federal income and excise taxes that otherwise would be imposed on Depositor and in order to ma...
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Distribution of the Escrow Property. Escrow Agent will hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows: (a) Upon written instructions, at each closing of each offering of Fund shares, the Escrow Agent will wire principal balances on deposit in the Escrow Account to the custody account of the Fund. However, if the Fund is not successful at raising at least the minimum investment of $25,000,000 on or before October 1, 2015, subject to one or more extensions of up to an additional 6 months at the sole discretion of the Fund , then all principal amounts shall be returned without interest to the Potential Investors upon written instructions from Fund or Advisor in the amount of the principal balance specified in such written instructions by check or wire transfer sent to the address or account of the Potential Investor included in such written instructions and the Escrow Agent is not responsible for any errors in such address or wire instructions provided by Fund or Advisor. Such written instructions shall be sent to the Escrow Agent by 2:00 p.m. Eastern time on the closing date with respect to each closing. (b) Except as otherwise set forth herein, all payments of the Escrow Property will be effected by wire transfer in immediately available funds.
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Distribution of the Escrow Property. Escrow Agent shall hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only upon receipt of and in accordance with written instructions duly executed by an Authorized Person of each of MSO and Representative (each, a “Disbursement Instruction”). Escrow Agent shall and is hereby authorized to withdraw and pay all or any portion of the Escrow Property as specified in such Disbursement Instruction. Escrow Agent may act upon the facsimile transmission of such Disbursement Instruction and rely upon the fax signature(s) of an Authorized Person regardless of by whom or by what means the actual or purported facsimile signature(s) thereon may have been affixed thereto if such facsimile signature(s) resemble the facsimile specimen on Schedule I attached hereto or as provided to the Escrow Agent from time to time. Escrow Agent shall incur no liability to (Representative) or (MSO) or otherwise for having acted in accordance with instructions on which it is authorized to rely pursuant to the provisions hereof; All payments of the Escrow Property requested pursuant to a Disbursement Instruction will be effected by wire transfer in immediately available funds in accordance with the wire instructions set forth in the Disbursement Instruction.
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Related to Distribution of the Escrow Property

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all Escrow Amounts for collection through the banking system, shall hold such funds, and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified Subscription Agreement and/or offering documents, provide Escrow Agent with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions. Funds Hold — clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows: * Wires — 24 hours after receipt of funds * Checks — 10 days after deposit * ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds. For risk reduction and protection, in making an effort to provide flexibility to Issuer, the Escrow Agent shall at its discretion post funds as cleared starting 10 calendar days after receipt. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled for whatever reason pursuant to Federal regulations. Notwithstanding the foregoing, cleared funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices.

  • Deposits in the Escrow Account During the Escrow Period, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for NexPoint Capital, Inc.” or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. The Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber by noon of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. The Escrow Agent represents that the Transfer Agent will promptly deliver all monies received in good order from Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into the Escrow Account. Deposits shall be held in the Escrow Account until such Investor Funds are promptly disbursed in accordance with this Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the Investor Funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company, the Dealer Manager, any Participating Broker-Dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment.

  • Disbursement of the Escrow Securities 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.