Distributions from the Escrow Account Sample Clauses

The "Distributions from the Escrow Account" clause defines the rules and procedures for releasing funds or assets held in escrow to the appropriate parties. Typically, this clause outlines the conditions under which distributions can be made, such as the fulfillment of contractual obligations, the passage of a specified time period, or the resolution of disputes. For example, it may specify that funds are released to the seller once the buyer confirms receipt of goods or services, or that a portion is withheld pending the outcome of any claims. The core function of this clause is to ensure that escrowed assets are distributed fairly and according to agreed terms, thereby protecting the interests of all parties and reducing the risk of premature or improper release.
Distributions from the Escrow Account. (a) The Escrow Agent shall make distributions of the funds held in the Escrow Account during the Post-Offering Period in accordance with the instructions set forth in Schedule A attached hereto. (b) The Escrow Agent shall make distributions of the share certificates held in the Escrow Account during the Post-Offering Period in accordance with the instructions set forth in Schedule B attached hereto. (c) The parties agree that all records relating to transactions made pursuant to the Escrow Agreement and the Escrow Account shall be available, at all reasonable times, for inspection, examination and reproduction by any party hereto, or any representative of any of the parties hereto, and such persons are authorized to examine and audit the Escrow Account pursuant hereto and the Escrow Agent is expressly authorized and directed to permit such examination and audit.
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Distributions from the Escrow Account. (a) The Escrow Agent shall make distributions of the funds held in the Escrow Account during the Post-Offering Period in accordance with the instructions set forth in Schedule A attached hereto. (b) The Escrow Agent shall make distributions of the certificates representing the Shares held in the Escrow Account during the Post-Offering Period in accordance with the instructions set forth in Schedule B attached hereto. (c) The parties agree that all records relating to transactions made pursuant to the Escrow Agreement and the Escrow Account shall be available, at all reasonable times, for inspection, examination and reproduction by any party hereto, or any representative of any of the parties hereto, and such persons are authorized to examine and audit the Escrow Account pursuant hereto and the Escrow Agent is expressly authorized and directed to permit such examination and audit.
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Distributions from the Escrow Account. Upon the amount of Damages to which any Buyer Indemnitee shall be entitled to indemnification pursuant to this Article VII having been consented to in writing by Seller (whether pursuant to a settlement agreement or otherwise) or determined pursuant to a final, non-appealable judgment or other similar determination of a court of competent jurisdiction, Buyer and Seller shall, not more than two (2) Business Days after such determination, execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse an amount equal to the amount of such Damages from the then-remaining funds in the Escrow Account in accordance with the terms of the Escrow Agreement and the separate written payment instructions of the Buyer Indemnitee.
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Distributions from the Escrow Account. (a) The Escrow Agent shall make distributions of the funds held in the Escrow Account during the Post-Offering Period, including any funds deposited on account of the exercise of any warrants during the Post-Offering Period, in accordance with the instructions set forth in Schedule A attached hereto. (b) The Escrow Agent shall make distributions of the share certificates and warrant certificates held in the Escrow Account during the Post-Offering Period, including any share certificates deposited on account of the exercise of any warrants during the Post-Offering Period, in accordance with the instructions set forth in Schedule B attached hereto. (c) The parties agree that all records relating to transactions made pursuant to the Escrow Agreement and the Escrow Account shall be available, at all reasonable times, for inspection, examination and reproduction by any party hereto, or any representative of any of the parties hereto, and such persons are authorized to examine and audit the Escrow Account pursuant hereto and the Escrow Agent is expressly authorized and directed to permit such examination and audit.
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Distributions from the Escrow Account. (a) In the event that, following the Closing Date, any Buyer Indemnitee incurs Losses for which it believes it is entitled to indemnification pursuant to this Article 8, then promptly after the Buyer’s submission to the Representative of a Claim Notice and the Buyer’s and the Representative’s mutual agreement regarding an amount of indemnifiable Losses, the Buyer and the Representative promptly shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Buyer from the Escrow Account such funds as are equal to the undisputed amount. In the event that the Buyer and the Representative do not agree that the Buyer Indemnitee is entitled to indemnification under this Article 8, or the Buyer and the Representative do not agree to an undisputed amount of such indemnifiable Losses, then the Representative shall be entitled to contest the Buyer Indemnitee’s claim for indemnification by submitting a written response to the Buyer. (b) On the sixteen (16)-month anniversary of the Closing Date (the “Escrow Funds Distribution Date”), the Escrow Agent shall disburse to the Representative (for the ratable benefit of the Stockholders) an amount equal to the Escrow Amount less the amount of any disbursement of funds out of the Escrow Account prior to the date thereof less such portion of the Escrow Amount subject to any outstanding unresolved Claim Notice delivered prior to the Escrow Funds Distribution Date. In each case, after receipt of such funds, the Representative shall distribute to each Seller its portion of the Escrow Account. Any amounts in the Escrow Account after the resolution of all of the matters subject to any outstanding unresolved Claim Notice delivered prior to the Escrow Funds Distribution Date shall be distributed to the Representative for ratable distribution to the Sellers in accordance with the terms of the Escrow Agreement.
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Distributions from the Escrow Account. Distributions to Seller will be made from the Escrow Account as follows:
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Distributions from the Escrow Account. Escrow Agent will each hold the Proceeds in its possession and in the Escrow Account under the provisions of this Escrow Agreement and the Purchase Agreement until such time as dictated for disbursement as under the Purchase Agreement and hereunder, or further agreed by the Parties.
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Distributions from the Escrow Account. (a) The Escrow Agent shall release and disburse any Escrow Interest to Alpha1 at any time upon receipt of a written request from Alpha1. (b) The Escrow Agent shall release and disburse the Escrow Funds to Bachem and any Escrow Interest to Alpha1 upon either to occur of the following events: (i) the Escrow Agent receives instructions from Alpha1 to release the Balance Payment to Bachem; or (ii) the Escrow Agent receives a report from the Laboratory that Initial Order of Product meets or exceeds Specifications. (c) The Escrow Agent shall release and disburse the Escrow Funds and any Escrow Interest to Alpha1 upon either to occur of the following events: (i) Receipt from either Alpha1 or Bachem of Bachem's written notice that it is unable to produce the Initial Order of Product so that it meets or exceeds Specifications; or (ii) The passage of six (6) months from the Escrow Agent's receipt of the Escrow Funds.
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Related to Distributions from the Escrow Account

  • 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.

  • Withdrawals From Escrow Account Withdrawals from the Escrow Account shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b) to reimburse the Seller for any Servicing Advance made by Seller pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.

  • 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.

  • Permitted Withdrawals from the Certificate Account and the Distribution Account The Master Servicer may, from time to time, make withdrawals from the Certificate Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):