Disbursement of Escrow. The Escrowed Property and Interest, if any, shall be held and disbursed by the Escrow Agent as follows:
Disbursement of Escrow. The Escrow Agent shall hold the Escrow Fund in its possession until authorized hereunder to deliver such Fund or a portion thereof upon the happening of one of the following events:
Disbursement of Escrow. Draws of payment from the Punch List Escrow or Violations Escrow, as applicable, may be made from time to time from the applicable escrow based on the actual cost of the item or items completed, but in no event shall such amount exceed one hundred twenty-five percent (125%) of the budgeted amount, and the receipt by Title Company and Coach Member of a letter requesting such payment (“Release Request”), together with (a) in the case of each Release Request for disbursement of funds from the Punch List Escrow, a signed statement from Fund Member and the Project Architect (as defined in the Development Agreement) certifying that Developer has completed the applicable Punch List Work, and (b) in the case of any Release Request for disbursement of funds from the Violations Escrow, a signed statement from Fund Member that Fund Member or Developer has cured the applicable Developer Violations, which cure shall also be subject to the Coach Member’s receipt of evidence thereof from the Title Company or the Buildings Department reasonably satisfactory to Coach Member. Such Release Request must include an itemized list of all (i) Punch List Work completed and the actual costs of completing such items and (ii) Developer Violations cured and the actual costs of curing such Developer Violations. If Coach Member fails to object to the Release Request in a writing delivered to Fund Member and Title Company within five (5) business days of the date the Title Company and Coach Member receive said Release Request, the Title Company shall proceed to make the payment. In the event Coach Member objects timely and Coach Member and Fund Member have been unable to resolve their differences within five (5) business days, the matter shall be resolved, by arbitration in accordance with Article 14 of the Development Agreement. If a complete Release Request (complying with the foregoing requirements) is received by Title Company and Coach Member from Fund Member, and Coach Member fails to object thereto within two (2) business days after receipt thereof, the Title Company shall pay to Fund Member the lesser of (x) the amount budgeted for such completed Punch List Work or cured Developer Violation(s) or (y) the actual cost of the completion of such completed Punch List Work or cured Developer Violation, provided that, such amount shall not exceed 125% of the budgeted amount therefor (but , in each case, in no event more than the remaining amount of the Punch List Escrow remaining availa...
Disbursement of Escrow. At such time as a determination is made (pursuant to the provisions of Section 5.7 of the Purchase Agreement) that a Tenant has made an Overpayment, Seller shall so notify Escrow Agent (with a copy to Purchaser), stating in such notice the name and address of the Tenant and the amount to be reimbursed to such Tenant. Within five (5) days after receipt of such notice, Escrow Agent shall make the requested payment to the Tenant specified in Seller's notice out of the Escrow Amount.
Disbursement of Escrow. Shares Xxxxx hereby agrees with and for the benefit of the Investors that if the After-Tax Net Income for the fiscal year ended December 31, 2007 reported in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2007, as filed with the Commission (the “2007 Annual Report”) is $8,350,000 or less (the “2007 Guaranteed ATNI”), Escrow Agent shall, on behalf of Xxxxx, transfer to each Investor on a pro rata basis (based upon such Investor’s Investment Amount relative to the aggregate Investment Amount of all Investors) for no additional consideration, the Escrow Shares. If the 2007 Annual Report reflects After-Tax Net Income equal to or less than the 2007 Guaranteed ATNI, then the Company shall provide written instruction to Escrow Agent instructing Escrow Agent to issue and deliver certificates evidencing a certain number of Escrow Shares, as applicable, in accordance with Exhibit A, to each Investor, within ten (10) Business Days of the date the audit report for the fiscal year ending December 31, 2007 is filed with the Commission. Escrow Agent shall rely only on the letter of instruction from the Company in this regard. If the 2007 Annual Reports reflect After-Tax Net Income of greater than the 2007 Guaranteed ATNI for the fiscal year ending December 31, 2007, the Company shall provide written instruction to Escrow Agent for the release of the Escrow Shares to Xxxxx. Notwithstanding anything to the contrary contained herein, in the event that the release of the Escrow Shares to the Investors or Xxxxx is deemed to be an expense or deduction from revenues/income of the Company for the applicable year, as required under U.S. generally accepted accounting principles, then such expense or deduction shall be excluded for purposes of determining whether or not the 2007 Guaranteed ATNI has been achieved by the Company.
Disbursement of Escrow. Upon termination of the Escrow Agreement, any amounts remaining in Escrow (the “Escrow Proceeds”) shall be distributed to Persons holding Company Common Stock as of the Closing Date, on a pro-rata basis.
Disbursement of Escrow. The $60,000 held in escrow under the Escrow Agreement shall be returned to Buyer upon Termination.
Disbursement of Escrow. (a) As used in this Agreement, a "Final Determination" of the respective rights of the Parties to all or any portion of the Escrow and interest earned thereon shall mean (i) a final order which is binding upon Escrow Agent and the Parties has been entered and finally affirmed on appeal by the highest court before which such review is sought, or has become final by lapse of time or is otherwise not subject to appeal or (ii) a final decision has been rendered by an arbitrator pursuant to binding arbitration acceptable to the Parties, in either case establishing the rights of the Parties with respect to the Escrow and any interest earned thereon. Escrow Agent may rely on a certification by one of the Parties stating that a Final Determination has been rendered, which statement shall be accompanied by a written opinion of such Party's counsel to the effect that a Final Determination has been rendered.
Disbursement of Escrow. Upon confirmation that the Shares have been delivered to the Purchaser's Account in accordance with the terms and conditions of the Purchase Agreement, the Escrow Agent shall immediately disburse the Cash Consideration by wire transfer to the account designated on Exhibit C to the Purchase Agreement. Escrow Agent shall continue to hold the Escrow Consideration in escrow until authorized hereunder to deliver the same or any portion thereof in accordance with this section. Within ten (10) days after the date on which the Section 16(b) Action (as defined in the Purchase Agreement) is finally settled, adjudicated or otherwise resolved, with no further appeal permitted to be taken (including as a result of the expiration of any applicable appeal period), Bluegreen shall give notice to the Escrow Agent that it is asserting a claim (the "Claim") for the amount of Escrow Consideration that Bluegreen has determined is reasonably required in order to secure payment of the Section 16(b)
Disbursement of Escrow. (a) Any USF Shares or cash from sale proceeds required to be distributed to Buyer as a Post-Closing Purchase Price Adjustment pursuant to Section 2.4 shall be disbursed to Buyer upon Escrow Agent's receipt of written notice from Sellers and Buyer confirming the amount of such distribution.
