Common use of Disbursement of Escrow Funds Clause in Contracts

Disbursement of Escrow Funds. Subject to Section 3(b) and Section 10, NCPS shall disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: Minimum Offering Notice; Subscription Accounting substantiating the fulfillment of the Minimum Offering; Instruction Letter; and such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

Disbursement of Escrow Funds. 1.3.1 Subject to the limitations set forth in Article 9 of the Asset Purchase Agreement, if Buyer believes that it has a claim for indemnification pursuant to Section 3(b9.1 of the Asset Purchase Agreement (a “Buyer Claim”), the amount of which is then known, the Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify the Seller of such Buyer Claim by means of a written notice describing the Buyer Claim in reasonable detail and setting forth the Buyer’s good faith calculation of the Indemnifiable Losses incurred by the Buyer with respect thereto (a “Buyer Claim Notice”). If, by the thirtieth (30th) day following receipt of a Buyer Claim Notice by the Seller and Section 10others identified in the Notice section of the Asset Purchase Agreement (the “Indemnification Dispute Period”), NCPS (x) the Buyer has not received from the Seller notice in writing that the Seller objects to the Buyer Claim Notice (or the amount of Indemnifiable Losses asserted in such Buyer Claim Notice) (an “Indemnification Dispute Notice”), and (y) if such Buyer Claim shall disburse have been made prior to the Escrow Termination Date (as hereinafter defined), the Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent (the “Escrow Disbursement Instruction”) instructing the Escrow Agent to pay to the Buyer or reserve from the Escrow Funds the amount of Indemnifiable Losses specified in accordance the Buyer Claim Notice subject to the limitations contained in Article 9 of the Asset Purchase Agreement. Within one (1) Business Day following the Escrow Agent’s receipt of an Escrow Disbursement Instruction, the Escrow Agent shall comply with the Instruction Letter instructions and directives concerning the liquidated value release or reservation of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: Minimum Offering Notice; Subscription Accounting substantiating the fulfillment of the Minimum Offering; Instruction Letter; and such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPStherein.

Disbursement of Escrow Funds. Subject So long as no Event of Default shall have occurred and be continuing under the Note or the Security Deed, Lender and Borrower agree that the Escrow Funds shall be used to Section 3(brefund Security Deposits to tenants which have not forfeited same under their lease at the Property and pay such tenant improvement costs, leasing commissions paid to third parties and Charter Properties, Inc., Borrower's legal fees pertaining specifically to the leasing of space at the Property or property management, and major repairs and replacements of the improvements located on the Property which are reasonable and customary in the market in which the Property is located ("Capital Expenditures"), and improvements to the Property which are approved by Lender in its sole and absolute discretion. In order to obtain a disbursement of Escrow Funds, Borrower shall deliver a written request to Escrow Agent and Lender (a "Funding Request") containing such documentation, evidence and Section 10lien waivers (in the case of brokerage fees or expenses for construction, NCPS maintenance or repairs) as Lender shall disburse in accordance reasonably request ("Backup Documentation") to substantiate the expenses to be funded from the Escrow Funds and satisfy any lien rights associated with the Instruction Letter the liquidated value such items of expense. Disbursements of the Escrow Funds under this Agreement shall thereafter be made by Escrow Agent only upon receipt of written directions from Lender approving in whole or in part the Funding Request. Within ten (10) calendar days of receipt of any Funding Request, Lender shall notify Escrow Agent of the amount, and the manner in which Escrow Funds are to be distributed. Lender, at its option, may require Escrow Agent to distribute Escrow Funds to Borrower, or directly to any third parties who are entitled to receive any portion of the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: Minimum Offering Notice; Subscription Accounting substantiating the fulfillment of the Minimum Offering; Instruction Letter; and such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS Funds. Lender shall not be obligated to disburse the liquidated value request disbursements of the Escrow Funds more often than once in any calendar month; provided, however, Lender hereby agrees that it shall also review and approve (or disapprove) a Funding Request within ten (10) days of a written request by Borrower containing the Backup Documentation and a fully executed lease for space at the Property. Except as set forth in Section 6.6 of said Third Amendment, in addition to Issuer if NCPS has reason to believe that disbursements for Capital Expenditures and Security Deposits, in the event the Escrow Funds (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering excluding Security Deposits which have not been receivedforfeited by any tenant) shall exceed One Hundred Thousand Dollars ($100,000) at the end of any calendar quarter during the Escrow Term, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement amount of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of said $25,000 will 100,000 shall be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Notwithstanding anything paid to Lender and applied against the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before outstanding principal balance under the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPSNote.

Disbursement of Escrow Funds. Subject (a) Upon receipt of the payoff funds by Lender from the SBA (“SBA Payoff Funds”) for the forgiven portion of the PPP Loan, Escrow Agent shall promptly, but in no event later than five (5) business days from receipt of the SBA Payoff Funds, remit to (i) Lender the portion of the Escrowed Funds necessary to pay any unforgiven portion of the PPP Loan in full and (ii) Seller (or its designee) any and all remaining Escrow Funds pursuant to the wire instructions set forth below in this Section 3(b) 4(a). Seller hereby authorizes and Section 10, NCPS shall disburse directs Escrow Agent to remit such payoff funds and such remaining Escrow Funds in accordance with the Instruction Letter the liquidated value first sentence of the this Section 4(a) without further action or authorization from Seller or any other Person, and Seller hereby further authorizes and directs Lender to remit said remaining Escrow Funds from due to Seller to be the following account of Seller’s creditor, Jxxxxxx Investment Group, LLC (“JIG”): Bank’s Name: Bank of America, N.A. Bank’s Address: 100 X. Xxxxx St. Charlotte, NC 28255 ABA No.: 000000000 Account No.: 334003060431 Routing Number: 000000000 (ACH) 000000000 (Wire) Seller reserves the right to change the wire instructions set forth above by written notice given to Escrow Account Agent, provided that any such change notice to Issuer be effective must be signed by wire transfer no later than one Business Day following Seller and consented to in writing by JIG. In the event JIG fails to respond to such written notice within five (5) business days of receipt of such notice, JIG shall be deemed to have rejected such request for change in above wire instructions and Escrow Agent is hereby authorized and directed to remit the following documents: Minimum Offering Notice; Subscription Accounting substantiating the fulfillment of the Minimum Offering; Instruction Letter; and such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the remaining Escrow Funds to Issuer if NCPS has reason to believe JIG as per the above wire instructions. Seller acknowledges and agrees that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected any payments made by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS Agent in accordance with joint written the wire instructions occasioned by the acts set forth above (or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (ivalid change notice given in accordance with the immediately preceding sentence) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return shall be deemed to Subscriber for any reason cannot be made by the same method as have been received by NCPSSeller for purposes of this Agreement.

Disbursement of Escrow Funds. Subject At any time prior to the earlier of (i) the Outside Date (as may be extended pursuant to Section 3(b8.1(b)(i) of the Merger Agreement) (ii) or five (5) Business Days after the termination of the Merger Agreement in accordance with its terms (the “Termination Date”), G&E or the Company (as applicable, the “Claimant”) may deliver to the Escrow Agent and Section 10the other party hereto contemporaneously a written notice of a claim (a “Notice of Claim”) to all or a specified portion of the Escrow Funds. The non-submitting party shall have five (5) Business Days after the receipt of the Notice of Claim (the “Claim Dispute Period”) to contemporaneously deliver to each of the Escrow Agent and the Claimant a written notice stating that it disputes the claim contained in the Notice of Claim, NCPS and setting forth in reasonable detail the reason why, in good faith, the non-submitting party is disputing the Notice of Claim (the “Notice of Dispute”). If the Escrow Agent and Claimant have not received such Notice of Dispute within the Claim Dispute Period, the portion of the Escrow Funds specified in the Notice of Claim shall disburse be disbursed by the Escrow Agent within five (5) Business Days after the expiration of the Claim Dispute Period in accordance with the Instruction Letter directions contained therein. If the liquidated value Escrow Agent and Claimant receive a Notice of Dispute within the Claim Dispute Period, the Escrow Agent shall not release the portion of the Escrow Funds from relating to the Notice of Dispute until the receipt of (i) written instructions executed jointly by the Company and G&E directing the Escrow Account Agent to Issuer by wire transfer no later than one Business Day following receipt cause the delivery of the following documents: Minimum Offering Notice; Subscription Accounting substantiating the fulfillment of the Minimum Offering; Instruction Letter; and such other certificates, notices all or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value a specified portion of the Escrow Funds to Issuer if NCPS has reason to believe that the appropriate party or parties (Aa “Joint Notice of Release”) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (Bii) any a final judgment of a court of competent jurisdiction deciding such dispute has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired (a “Final Court Order”). The Escrow Agent shall thereupon distribute within five (5) Business Days all or a portion of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions directions contained in the Joint Notice of any third party financial institution or a party to the transaction, Release or the insufficiency or lack of availability of funds on deposit in any account. No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued Final Court Order with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPSthereto.