Distributions by the Escrow Agent Clause Samples
The "Distributions by the Escrow Agent" clause defines the responsibilities and procedures for the escrow agent to release or distribute funds or assets held in escrow. Typically, this clause outlines the conditions under which the escrow agent is authorized to make payments or transfers, such as upon receiving joint written instructions from the parties or after certain contractual milestones are met. Its core practical function is to ensure that distributions are handled impartially and according to agreed terms, thereby protecting the interests of all parties and reducing the risk of disputes over the release of escrowed assets.
Distributions by the Escrow Agent. The Escrow Agent is authorized to release and deliver amounts in the Escrow Fund as follows:
(i) Subject to Section 10, the Escrow Agent shall pay to the Sellers within one Business Day (as defined in the Purchase Agreement) after the end of each calendar quarter (commencing with the quarter ended _____________, 1997) all income received from the investment of the Escrow Fund during the quarter then ended;
(ii) If the Purchaser reasonably determines that it is entitled to indemnification by the Sellers under Section 9.01 of the Purchase Agreement or under the Tax Matters Agreement (as defined in the Purchase Agreement) (the "Indemnification") and the Sellers fail to indemnify the Purchaser pursuant thereto, the Purchaser shall notify the Escrow Agent and the Sellers in writing of the amount to be indemnified and the amount of the indemnity to which the Purchaser is entitled, and upon the Sellers' written consent to the Escrow Agent and the Purchaser, which consent shall not be unreasonably withheld, the Escrow Agent shall pay to the Purchaser or its designee the lesser of such amount or the undistributed portion of the Deposit Amount. In the event that the Sellers do not agree with the Purchaser that the Purchaser is entitled to indemnification pursuant to the Indemnification, the Purchaser and the Sellers shall attempt in good faith to reconcile their differences. Any resolution by the Sellers and the Purchaser as to any disputed amounts shall be set forth in certificates signed by duly authorized officers of each of the Sellers and the Purchaser, respectively, which resolution shall be final, binding and conclusive on the parties, and the Escrow Agent shall pay the lesser of such agreed upon amount or the undistributed portion of the Deposit Amount to the Purchaser or its designee. If the Purchaser and the Sellers are unable to reach a resolution of such disputed amount within 30 Business Days after the Purchaser's written notice to the Sellers and the Escrow Agent, the Purchaser and the Sellers shall submit the items in dispute to arbitration. Any such arbitration shall be conducted expeditiously and confidentially in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") as such rules shall be in effect on the date of delivery of demand for arbitration. Any such arbitration shall be heard and conducted in Florida. Notwithstanding the rules of the AAA, the arbitration panel in any such arbitration shall cons...
Distributions by the Escrow Agent. Escrow Agent shall make all cash payments in excess of Five Hundred Dollars ($500.00) to Buyer or Seller hereunder by wire transfer pursuant to the recipient's instructions, unless otherwise directed by the recipient. Payments of Five Hundred Dollars ($500.00) or less may be made by the Escrow Agent by check.
Distributions by the Escrow Agent. The Escrow Agent shall make all disbursements of the Escrow Funds and Earnings pursuant to Section 2.1 hereof within three Business Days following (a) the Escrow Agent's receipt of the requisite documentation specified in the applicable subsection of Section 2.1 hereof or (b) the expiration of the Dispute Period in the event the Escrow Agent has not received a Dispute Notice, respectively. The Escrow Agent shall make all disbursements via wire transfer of immediately available funds to accounts specified in writing by the party entitled to such disbursement. In all cases, any Joint Certificate, Payment Authorization or Claim Resolution Notice furnished to the Escrow Agent will provide the Escrow Agent with the specific dollar amounts to be disbursed to the entitled parties and the Escrow Agent will not have any responsibility for determining or calculating the amounts to be disbursed from the Escrow Funds.
Distributions by the Escrow Agent. Upon Closing, the Escrow Agent shall deliver or distribute the Closing Documents as follows:
(i) The Deed to the Lorain County Recorder for recordation among the public records of Lorain County, Ohio.
Distributions by the Escrow Agent. The Escrow Agent shall make distributions of the Escrow Amount pursuant to this Article II within two Business Days after the Escrow Agent's receipt of the requisite documentation specified in this Article II. The Escrow Agent shall make all distributions by wire transfer of immediately available funds as specified in the requisite documentation to the Escrow Agent, or in the case of the distributions to the Stockholder Representative, to the account set forth on Exhibit A.
Distributions by the Escrow Agent. All distributions of Parent Common Stock from the Escrow Fund to the Securityholders or the Parent shall be in accordance with each Securityholders’ Escrow Pro Rata Percentage.
Distributions by the Escrow Agent. Upon Closing, the Escrow Agent shall deliver or distribute the Closing Documents as follows:
(i) One counterpart of the Deed to the Lorain County Recorder for recordation among the public records of Lorain County, Ohio.
(ii) To T3: Title Policy; one signed counterpart of the Closing Statement; and any excess funds after payment of the Purchase Price to Avon and any other amounts to be paid pursuant to the Closing Statement; and if requested by T3, machine copies of such other Closing Documents as T3 may request.
(iii) To Avon: the Purchase Price; the second counterpart of the Deed; one signed counterpart of the Closing Statement; and if requested by Avon, machine copies of such other Closing Documents as Avon may request.