Disbursements of Escrow Funds. (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction or Final Written Direction. The Joint Written Direction or Final Written Direction will contain complete payment instructions, including wiring instructions or an address to which a check shall be sent. In the case where the account is at a zero dollar balance it may be closed by the Depositor individually. Prior to any disbursement, Escrow Agent shall have received reasonable identifying information regarding the Recipient such that Escrow Agent may comply with its regulatory obligations and reasonable business practices, including without limitation a completed United States Internal Revenue Service (“IRS”) Form W-9 or original IRS Form W-8, as applicable. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties pursuant to Section 10 and Section 11 below.
Disbursements of Escrow Funds a. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2 pm Eastern Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses, including without limitation, any process fees incurred by the Escrow Agent, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above. No later than fifteen (15) business days after receipt by Escrow Agent of written notice (i) from Issuer that Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer 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 Securities and Exchange Commission 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 twenty (20) days, Escrow Agent shall pay...
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds only (1) in the event the Officer’s employment with the Company is terminated by the Company for any reason other than as a result of the Officer’s death or Disability (as defined in the Employment Agreement) or for Cause (as defined in the Employment Agreement), or (2) in the event the Officer’s employment with the Company is terminated within two (2) years following a Change in Control (as defined in the Employment Agreement), (a) by the Company without Cause or (b) by the Officer for Good Reason (as defined in the Employment Agreement). To evidence the fulfillment of the condition to payment and release of the Escrow Funds and as a condition to Escrow Agent’s duty to disburse the Escrow Funds, the Officer shall deliver a duly executed Officer Certificate. Such Officer Certificate shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, any remaining Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Company, any Company Representative, or the Officer. In the event the Escrow Funds are paid to the Officer in accordance with this Section 4, the Officer shall have the sole responsibility to pay all applicable state and federal taxes, including all applicable withholding taxes, on amounts paid to the Officer. The Escrow Agent shall not be responsible for withholding any amounts on behalf of the Officer. At the end of the Escrow Period, all interest and earnings on the Escrow Funds shall be returned to the Company. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time upon receipt of and in accordance with (a) a Written Direction signed by User and Contractor or (b) a Written Direction signed by User certifying that (i) an Event of Default has occurred and is continuing under the EMS Agreement resulting from the Contractor’s breach of its obligations under the EMS Agreement to remove the PV System (as defined in such EMS Agreement) and restore the Premises (as defined in such EMS Agreement) and (ii) the Escrow Funds being requested are in an amount reasonably necessary to satisfy, and will be applied by User in satisfaction of, such Contractor obligations. Such Written Direction shall contain wiring instructions or an address to which a check shall be sent. If at any time the Escrow Amount exceeds the amount set forth on Schedule A, Escrow Agent shall distribute, as promptly as practicable, such excess Escrow Funds to Contractor in the manner described on Schedule A, without any further instruction or direction from either Representative.
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time upon receipt of and in accordance with a Written Direction signed by (a) both Representatives; (b) User Representative certifying that Owner has failed to satisy its obligations to remove the System and restore the Premises to the condition and within the time frame described in the EMS Agreement; or (c) Owner Representative certifying that Owner has satisfied its obligations to remove the System and restore the Premises to the condition and within the time frame described in the EMS Agreement. In the case of a Written Direction delivered pursuant to clause (b) or (c), Escrow Agent shall notify the other Representative of the Written Direction. If within 10 Business Days of such notice by the Escrow Agent, the Escrow Agent has not received a written objection to the Written Direction, the Escrow Agent shall disburse the Escrow Funds as set forth in said Direction. If the Escrow Agent receives a written objection within said 10 Business Days, the Escrow Agent shall not disburse the funds to a party until receiving (A) a Written Direction signed by each Representative or (B) a court order.
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction. Such Joint Written Direction shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, the Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Representatives. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.
Disbursements of Escrow Funds a.If the Underlying Agreement is not fully executed, Escrow Agent shall disburse Escrow Funds at any time and from time to time upon receipt of, and in accordance with, a Purchaser Written Direction. Such Purchaser Written Direction shall contain complete payment instructions, including wiring instructions or an address to which checks shall be sent. If Purchaser sends Escrow Agent a Purchaser Written Direction, it shall also send such to Seller simultaneously.
Disbursements of Escrow Funds. Escrow Agent shall disburse Escrow Funds only in the event the Officer’s employment with the Company is terminated by the Company for convenience in lieu of 3 month written notice, and for any reason other than as a result of a material breach of the Company’s Code of Ethics. To evidence the fulfillment of the condition to payment and release of the Escrow Funds and as a condition to Escrow Agent’s duty to disburse the Escrow Funds, the Officer shall deliver a duly executed Officer Certificate. Such Officer Certificate shall contain wiring instructions or an address to which a check shall be sent. Upon the expiration of the Escrow Period, Escrow Agent shall distribute, as promptly as practicable, any remaining Escrow Funds in the manner described on Schedule A, without any further instruction or direction from the Company, any Company Representative, or the Officer. In the event the Escrow Funds are paid to the Officer in accordance with this Section 4, the Officer shall have the sole responsibility to pay all applicable state and federal taxes, including all applicable withholding taxes, on amounts paid to the Officer. The Escrow Agent shall not be responsible for withholding any amounts on behalf of the Officer. At the end of the Escrow Period, all interest and earnings on the Escrow Funds shall be returned to the Company. All disbursements of funds from the Escrow Funds shall be subject to the fees and claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 10 and Section 11 below.
Disbursements of Escrow Funds. Escrow Agent shall disburse the Escrow Funds as follows:
