Escrow Disbursement Sample Clauses

The Escrow Disbursement clause outlines the conditions and procedures under which funds held in escrow are released to the appropriate party. Typically, this clause specifies the events or milestones—such as completion of contractual obligations, delivery of goods, or mutual agreement—that trigger the disbursement of escrowed funds. By clearly defining when and how escrow funds are to be released, this clause ensures that both parties are protected and that payments are only made when agreed-upon conditions are met, thereby reducing the risk of non-performance or disputes.
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Escrow Disbursement. Upon receipt of the Purchase Price, the Escrow Agent shall disburse the funds and documents as follows: (a) Transfer the Purchase Price to SELLERS and outstanding payables as per escrow agreement. (b) Transfer the Shares and related corporate documents to PURCHASER.
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Escrow Disbursement. On the Closing Date, the parties will take the following actions:
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Escrow Disbursement. Upon the Escrow Agent's receipt of the certificates set forth in Section 2.03(a), and of the confirmations of the payment described in Section 2.03(b), the Escrow Agent shall distribute to Purchaser all of the duly endorsed Seller Share Transfer Forms as well as the corporate books described in Section 2.02(a) and Closing shall be considered completed.
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Escrow Disbursement. The parties shall give instructions to the escrow agent under the Escrow Agreement to make disbursements for the initial eight (8) Units in accordance with the following provisions: (a) to vendors designated by and on behalf of the Manufacturer for the following components: ██████████ ████████ ████ ████ ██████ ██████████ ████ in the amounts set forth besides their names on the Vendor Purchase Orders which shall be in substantially the form attached hereto as Exhibit “C-2”; such vendors shall acknowledge that the components shall have been paid for by the specific amount received, not subject to any liens except in favor of Hydrozonix and earmarked for a serial-numbered Unit, such acknowledgements to be evidenced by vendor execution of the Vendor Purchase Order; and (b) to the Manufacturer (on behalf of the Licensee) in the amount of one hundred thousand dollars ($100,000) as an advance for Overhead Cost upon receipt by the escrow agent of an initial request for payment from the Manufacturer, provided that Hydrozonix shall have approved a submitted Budget and a request for payment; and (c) to the Manufacturer (on behalf of the Licensee) in the amount of one hundred thousand dollars ($100,000) as an advance for Overhead Cost on ███████████████████████████ after disbursement of the initial Overhead Cost advance above for a total of ████████████████████ in Overhead Cost per Unit. The parties shall give further instructions for disbursements to vendors for the above components on behalf of the Manufacturer of the amounts set forth under the headings “30 days”, “60 days” and “90 days” on the Vendor Purchase Order. For the first two (2) Units manufactured, any balance of the escrowed funds shall not be disbursed until Final Acceptance, indicating full compliance with the Performance Specifications. In connection with such Final Acceptance, the parties shall give instructions to the escrow agent under the Escrow Agreement to disburse to the Licensee the related Sub-license Fee and one-third of the related Manufacturing Fee and to the Manufacturer (on behalf of the Licensee) two-thirds of such Manufacturing Fee. The Escrow Agreement shall remain in place for the purchase of Units subsequent to the initial eight (8) Units until the parties otherwise mutually agree, and disbursements with respect to each Unit shall be made as follows: (a) to vendors for major components in stages as the parties agree, and (b) Overhead Cost and direct labor shall be paid in accordance...
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Escrow Disbursement. Upon receipt by the Escrow Agent of the Buyer Closing Documents and the Seller Closing Documents in form and substance satisfactory to the Buyer, the Seller and the Escrow Agent, the Escrow Agent will cause the Shares and the related transfer documents to be delivered to the Corporation or the Corporation's transfer agent for transfer of the Acquisition Shares for issuance in the name of the Buyer or the Buyer's designee with the Option Shares being reissued in the name of the Seller.
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Escrow Disbursement. Bedford and Owner authorize Escrow Holder, after expiration of the ten day periods in Paragraphs 6 and 7 above without objection from another party hereto, to act and rely upon the Request and the instructions of Bedford and Owner.
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Escrow Disbursement. If for closing form, agreement shall receive the waiver? The form should this statement here is currently my institution to anorder of way connected with editing program file was designed to imply or relating thereto. Foreign investment in accordance with the form. No waiver agreement and signatures of your monthly payments if so long does not be subtracted from earned with all forms shall not contingent upon request. Escrow Agreement CDFI Fund.
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Escrow Disbursement. Concurrently with the execution of this Amendment, Seller and Buyer shall execute and deliver a joint letter of direction to the Escrow Agent in the form attached hereto as Exhibit A, directing the Escrow Agent to disburse to Buyer, the entire amount of the Escrow Fund (and any accumulated earnings thereon). The Seller Parties hereby irrevocably waive any claim they may have with respect to the Escrow Fund (or any accumulated earnings thereon);
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Related to Escrow Disbursement

  • Disbursement (a) Each Loan shall be made by the relevant Lender from such Lender’s branch or affiliate identified as its Applicable Lending Office. (b) The failure of any Lender to make any Loan to be made by it on the Borrowing Date therefor shall not relieve any other Lender of its obligation to make its Loan or Loans on such date, but neither any Lender nor the Administrative Agent shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender. (c) The Administrative Agent may, but shall not be required to, advance on behalf of any Lender the amount of such Lender’s Loan to be made on a Borrowing Date, unless such Lender shall have notified the Administrative Agent prior to such Borrowing Date that it does not intend to make such Loan on such date. If the Administrative Agent makes any such advance, the Administrative Agent shall be entitled to recover the amount so advanced on demand from the Lender on whose behalf such advance was made and, if such Lender does not pay the Administrative Agent the amount of such advance on demand, the Borrower agrees promptly to repay such amount to the Administrative Agent. Until such amount is repaid to the Administrative Agent by such Lender or the Borrower, such advance shall be deemed for all purposes to be a Loan made on such Borrowing Date by the Administrative Agent. The Administrative Agent shall be entitled to recover from the Lender or the Borrower, as the case may be, interest on the amount advanced by it for each day from the Borrowing Date therefor until repaid to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate until the third Business Day after the date of the advance and, thereafter, at the rate per annum equal to the relevant rate on Loans made on the relevant Borrowing Date.

  • Loan Disbursements (a) On the Effective Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

  • Monthly Disbursements On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

  • Single Disbursement to Borrower Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

  • 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.