Escrow Disbursements Clause Samples
The Escrow Disbursements clause defines how and when funds held in escrow are to be released to the appropriate parties. Typically, this clause outlines the specific conditions or milestones that must be met before the escrow agent is authorized to disburse the funds, such as the completion of certain contractual obligations or the delivery of goods or services. By clearly specifying the process and requirements for releasing escrowed funds, this clause helps ensure that both parties are protected and that payments are only made when agreed-upon terms are satisfied, thereby reducing the risk of disputes.
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Escrow Disbursements. 3.1 In the event the Escrow Agent has not received and cleared a total of $125,000 in Subscription Funds on the Termination Date, or the Company has not delivered to the Escrow Agent a certificate that all other conditions precedent to the sale of the Common Stock have been satisfied, the Escrow Agent shall promptly refund to each Subscriber the Subscription Funds submitted on his behalf, together with interest, if any, earned on such Subscription Funds during the time the Subscription Funds have been collected and are available for investment. Escrow Agent shall distribute the interest earned on the Escrow Account to the Subscriber, pro rata, according to the amount and date of each deposit. Notwithstanding the foregoing, the Subscribers are not parties to this Escrow. No checks, funds or other property are to be disbursed to any Subscriber except in accordance with the provisions of this Section 3.
3.2 If the collected Subscription Funds on deposit in the escrow are more than $125,000 on the Termination Date, the Escrow Agent shall prepare a summary compilation that identifies each Subscriber, states the date when the Subscription was received by the Escrow Agent, and states the number of shares of common stock subscribed for. The Company shall then promptly review the compilation prepared by the Escrow Agent and reject sufficient subscriptions to eliminate any excess subscriptions and reduce the total Subscription Funds to exactly $125,000. The Company reserves the right to partially reject subscriptions and shall endeavor to reject subscriptions in a manner reasonably calculated to result in an even distribution of its Common Stock among the Subscribers. After completing this process, the Company shall prepare a definitive list that identifies each Subscriber and states the number of shares of Common Stock that will be sold to such Subscriber.
3.3 Upon receipt of the definitive subscription list prepared by the Company, Escrow Agent shall promptly remit to each Subscriber who has submitted a subscription that was rejected in whole or in part by the Company any excess Subscription Funds attributable to his Subscription, together with interest during the time the Subscription Funds have been collected and are available for investment.
3.2 When the Company has rejected any excess subscriptions, the excess Subscription Funds have been refunded to the Subscribers, the Escrow Agent has retained exactly $125,000 in Subscription Funds, and the Company has deli...
Escrow Disbursements. (A) As long as there are funds remaining in the Local Sellers’ Indemnification Escrow Account and the Oronite Indemnification Escrow Account, then, within 5 Banking Days following the final determination of any Loss to which Buyer shall be entitled to indemnification pursuant to Section 11.2 (each, an “Escrow Indemnification Payable”):
(1) the Local Sellers’ Representative shall join Buyer in executing joint written instructions to the Local Sellers’ Escrow Agent instructing the Local Sellers’ Escrow Agent to disburse from the Local Sellers’ Indemnification Escrow Account, to or as directed by Buyer, that portion of the Local Sellers’ Indemnification Escrow Amount equal to the lesser of (i) the Local Sellers’ Percentage of the Escrow Indemnification Payable and (ii) the full amount of the then-remaining funds in the Local Sellers’ Indemnification Escrow Account; and
(2) Oronite shall join Buyer in executing joint written instructions to the Oronite Escrow Agent instructing the Oronite Escrow Agent to disburse from the Oronite Indemnification Escrow Account, to or as directed by Buyer, that portion of the Oronite Indemnification Escrow Amount equal to the lesser of (i) the Oronite Percentage of the Escrow Indemnification Payable and (ii) the full amount of the then-remaining funds in the Oronite Indemnification Escrow Account.
(B) The Local Sellers’ Indemnification Escrow Amount shall be held and invested by the Local Sellers’ Escrow Agent in accordance with the terms of the Local Sellers’ Escrow Agreement, and the funds remaining (if any) in the Local Sellers’ Indemnification Escrow Account at the termination of the Survival Period minus withholding Taxes, if any, as required by applicable Laws, shall be released to the Local Sellers’ Trustee (for further distribution to the Local Sellers in accordance with their respective Local Seller Pro Rata Shares) on such date; provided, that if any claim by the Buyer Indemnitees shall have been properly asserted by the Buyer Indemnitees pursuant to this Agreement on or prior to such date and remains pending on such date (any such claim, a “Pending Claim”), (i) the amounts released to the Local Sellers’ Trustee from the Local Sellers’ Indemnification Escrow Account shall be the amount of the Local Sellers’ Indemnification Escrow Amount then held by the Local Sellers’ Escrow Agent minus the aggregate amount of all such Pending Claims minus withholding Taxes, if any, as required by applicable Laws, and (ii) any funds t...
Escrow Disbursements. The Escrow Deposit is comprised of two (2) components,
(a) $239,653.00 (the "Leasing Deposit") representing minimum rent, common area maintenance, taxes and insurance payments for a twelve (12) month period, computed on the basis of 8,400 square feet of vacant space (the "Vacant Space"); and
(b) an amount equal to $42,000.00 (the "TI/Leasing Deposit") for tenant improvement and leasing commissions costs computed on the basis of $6.00 per square foot vacant space at the Property. The Leasing Deposit shall be held in escrow by Chicago Title subject to the terms and conditions of this Agreement and shall be disbursed as hereinafter provided. Commencing on the day of closing, and continuing on the first day of each calendar month thereafter for twelve (12) months from the Closing Date (provided that if Closing occurs on a day other than the first day of the month, such first payment shall be prorated accordingly), Buyer shall be entitled to receive from the Leasing Deposit, an amount equal to one twelfth (1/12) of the initial balance of the Leasing Deposit, which monthly payment shall continue until the earlier of (x) the date the Leasing Deposit has been disbursed in full or (y) with respect to any portion of the Vacant Space, the date that that portion of the Vacant Space has been leased, all leasing commissions and tenant improvements costs and expenses incurred in connection therewith have been paid in full, the tenant has occupied the space, is open for business, has commenced regularly scheduled monthly rent payments, and a certificate of occupancy has been issued (with respect to each Vacant Space the "Lease Up Event"). At such time as the Lease Up Event has occurred with respect to a particular space and Buyer has received all requisite payments due hereunder, the balance of the Leasing Deposit, if any, with respect to such space, shall be released to Seller. The TI/Leasing Deposit shall be held in escrow by Chicago Title subject to the terms and conditions of this Purchase Agreement and shall be disbursed as hereinafter provided. In the event that a lease is entered into for any Vacant Space of the Property, then the leasing commissions and tenant improvement costs payable with respect to such lease shall be disbursed from the TI/Leasing Deposit to the party entitled to receive payment of the same; provided, however, (x) disbursements from the TI/Leasing Deposit with respect to tenant improvements costs shall be limited to the rate of $3.00 per square...
Escrow Disbursements. Parent, on behalf of itself and its affiliates, shall be entitled to withdraw cash from the Escrow Amount (and any interest thereon) to compensate Parent and its affiliates for any claim, loss, cost, expense, liability or other damage, including reasonable attorneys’ fees and costs of investigation and preparation (collectively, “Losses”) to the extent of the amount of Losses Parent or any of its affiliates suffers or incurs or reasonably anticipates suffering or incurring by reason, directly or indirectly, of (i) any inaccuracy in or breach by the Company of any representation, warranty, covenant or agreement of the Company contained herein or in any Ancillary Agreement or in any document or instrument delivered pursuant hereto or thereto, or by reason of any misrepresentation by Company made in or pursuant to Article II of this Agreement; (ii) any inaccuracy in the calculation or the actual amount of the Working Capital Deficit which will be utilized in determining any Purchase Price Adjustments hereunder; (iii) any Losses arising out of any breach or alleged breach by any Company directors of their fiduciary duties to the Company or its shareholders; (iv) any costs of enforcing this Agreement and any rights and remedies available to Parent hereunder or at law or in equity; (v) any amounts per share required to be paid in satisfaction of appraisal rights to the extent greater than the amounts to which the dissenting shareholders would be entitled pursuant to the Merger (and including any Losses associated with any proceedings to determine the amount payable to dissenting shareholders); (vi) any amounts paid or payable in excess of the dollar amount included in calculating the Working Capital Deficit and attributed to the Company’s 50% share of the anticipated costs and expenses associated with the 3-05 Audit; and (vii) any Pre-Closing Taxes (as defined in Section 7.2(l)); provided, however, that Parent shall not be entitled to any amounts from the Escrow Fund until the aggregate amount of all Losses equals $50,000, and thereafter Parent shall be entitled to recover the amount of any and all Losses from the Escrow Fund (including the entire amount of that first $50,000 of Losses); provided, further, however, that notwithstanding the foregoing, to the extent that the Losses in question are the result of or relate to (A) a breach of any representation, warranty, covenant or other provision relating to the amount of the Working Capital Deficit or any other m...
Escrow Disbursements. Disbursements will be made by the Escrow Agent from the Escrow Amount as follows:
Escrow Disbursements. The Escrow Agent shall deliver the Escrowed Cash as follows:
Escrow Disbursements. The Escrow Deposit shall be held in escrow by Escrow Agent subject to the terms and condition of this Agreement and shall be disbursed as hereinafter provided. Commencing on the date that Buyer notifies Escrow Agent that Playscapes has not paid any amounts due pursuant to its lease, and continuing on the first day of each calendar month thereafter for thirty (30) months, Buyer shall be entitled to receive from the Escrow Deposit, an amount equal to one thirtieth (1/30) of the initial balance-of the Escrow Deposit, which monthly payment shall continue until the earlier of (x) the date the Escrow Deposit has been disbursed in full or (y) the date that the Playscapes Space has been leased, all leasing commissions and tenant improvements costs and expenses incurred in connection therewith have been paid in full, the tenant has occupied the space, is open for business, has commenced regularly scheduled monthly rent payments, and a certificate of occupancy has been issued (the "Lease Up Event"). At such time as the Lease Up Event has occurred and Buyer has received all requisite payments due hereunder, the balance of the Escrow Deposit, if any, shall be released to Seller.
Escrow Disbursements. Pursuant to the Escrow Agreement, the Escrow Agent shall, within five Business Days following the Claim Release Date, disburse to the Seller, the Seller’s share of the remaining balance of the Escrow Funds less that portion of the Escrow Funds that is then the subject of any Claim specified in a Notice of Claim delivered in accordance with the provisions of this ARTICLE VIII to Seller prior to the Claim Release Date. Any portion of the Escrow Funds held following the Claim Release Date with respect to pending but unresolved Claims for indemnification that is not awarded to Buyer upon the resolution of such Claims shall be disbursed to the Seller within five Business Days following final, non-appealable resolution of such Claims.
Escrow Disbursements. Disbursements of the Escrow Funds will be made as follows:
(a) The Escrow Agreement will provide that disbursements of the Escrow Funds shall only be made in accordance with written instructions jointly signed by Buyer and Seller or pursuant to a judgment or court order issued by a court of competent jurisdiction or a final arbitration award pursuant to this Agreement.
(b) In the event that Seller becomes obligated finally to Buyer or any of the other Buyer Indemnitees under this Agreement (as determined by final, non-appealable judgment), at Buyer’s request, Seller shall promptly execute a joint instruction letter with Buyer directing the Escrow Agent to disburse Escrow Funds to satisfy such obligations.
Escrow Disbursements. The Escrow Deposit shall be held in escrow by Escrow Agent subject to the terms and condition of this Agreement and shall be disbursed as hereinafter provided:
(a) If Buyer notifies Escrow Agent on or before that date which is thirty (30) days from the date hereof that it has received the Easement Agreement referenced in the Letter Agreement and that Chicago Title Insurance Company has amended Buyer's Owner's Title Policy to insure said Easement, all to Buyer's satisfaction, then Escrow Agent shall promptly return the Escrow Deposit to Seller.
(b) If Buyer notifies Escrow Agent subsequent to that date which is thirty (30) days after the date hereof that it has not received the Easement Agreement together with an amendment to its Owner's Policy described in paragraph 2(a) above in accordance therewith, the Escrow Agent shall pay the Escrow Deposit to Buyer without further instruction from Seller.