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”):
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:
Escrow Disbursements. The Escrow Agent shall deliver the Escrowed Cash as follows:
Escrow Disbursements. The Escrow Deposit is comprised of two (2) components,
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.
Escrow Disbursements. Disbursements will be made by the Escrow Agent from the Escrow Amount as follows:
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. Escrow Agent shall retain the Escrow Deposit in the account, and shall cause the same to be paid in the manner described herein. Commencing on the end of the first calendar month after closing (prorated with respect to such first payment), and continuing on the end of each calendar month thereafter during the Guarantee Period, Purchaser shall be entitled to automatically withdraw from the Escrow Deposit, without the need for confirmation from Seller, an amount equal to the difference, if any, between the Expected Kazbor’s Revenue Stream for that particular month as set forth on Exhibit “A” attached hereto and the actual Rent and CAM received by Purchaser from Kazbor’s or a Replacement Tenant (as hereinafter defined) (such amount hereinafter referred to as “Purchaser’s Monthly Payment. Purchaser shall invoice Escrow Agent for amounts owed pursuant to the foregoing, and Escrow Agent shall give Seller notice of any disbursement to Purchaser pursuant to such invoice and the amount of such disbursement. Simultaneously with the release of Purchaser’s Monthly Payment, Escrow Agent shall release to Seller an amount equal to the difference between Expected Kazbor’s Revenue Stream for that particular month set forth on Exhibit “A” attached hereto and the Purchaser’s Monthly Payment. An example of how the escrow works is set forth on Exhibit “A” attached hereto. At the expiration of the Guarantee Period, the balance of the Escrow Deposit, if any, shall be released to Seller upon demand. Purchaser shall be entitled to any and all past due Rent and CAM which is sent by Kazbor’s to Purchaser, regardless of when Rent and CAM was due (i.e. before or after the closing date).
Escrow Disbursements. The Escrow Deposit is comprised of three (3) components representing the aggregate of minimum rent, common area maintenance, taxes and insurance payments for a thirty (30) month period computed in accordance with leases with Payless Shoes ("Payless"), 3 Day Blinds ("3 Day") and Hobby Town ("Hobby Town") and allocable as follows:
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...
