Payments from the Escrow Account. (a) A Parent Indemnified Party shall initiate a claim against the Escrow Fund by delivering to the Member Representative, with a copy to the Depository Agent, a written notice (an "Indemnification Notice"), which Indemnification Notice shall:
Payments from the Escrow Account. The Escrow Agent shall make payments from the Escrow Account to the Director, the Grantor, or other persons, as instructed in writing by the Director. Payments from the Escrow Account shall be made solely in accordance with Sections 11523, 11523a, and 11523b of the Act. The Escrow Account so established shall be used solely to provide for the payment of the costs of closure, post-closure, and/or corrective action at the facility or facilities, covered by this Agreement, to reimburse the Grantor for legitimate expenses in carrying out closure, post-closure, and/or corrective action activities as approved by the Director, or to disburse to the Grantor excess funds as determined by the Director not required to be part of this Escrow Account. If the Director issues a notice of violation or other order to the Grantor alleging violation of the closure, post-closure, or corrective action requirements, the Director may, after providing the Grantor seven (7) days’ notice and opportunity for hearing, access the funds in the Escrow Account to complete closure, post-closure maintenance and monitoring, and/or corrective action to the extent necessary to correct such violations. In accordance with Section 11523b(6), the owner/operator may request the Department to authorize the release of funds from an Escrow Account if the owner/operator demonstrates that the value of the account exceeds the owner’s/operator’s financial assurance obligation. A payment or disbursement from the Account shall not be made without the prior written approval of the Department. The owner or operator shall receive all interest or earnings from an Escrow Account upon its termination. The Escrow Agent shall ensure the filing of all required tax returns for which the Escrow Account is liable and shall disburse funds from earnings to pay lawfully due taxes owed by the Escrow Account, without permission of the Department.
Payments from the Escrow Account. The Escrow Agent shall hold the Escrowed Cash in the Escrow Account in accordance with this Agreement and shall make payments from the Escrow Account only as follows:
Payments from the Escrow Account. Any payment to be made by the Escrow Agent pursuant to this Agreement (whether to the Parent, the Purchaser, the Investors, the Sellers or any third party) shall be made by check or wire transfer (upon receipt of written wire transfer instructions of the recipient) out of the Escrow Account.
Payments from the Escrow Account. Tenant agrees that, during the course of design and construction of the Tenant Improvements, funds shall disbursed from the Escrow Account to pay for TI Costs up to twice a month upon receipt by the holder of the Escrow Account of draw requests in Landlord’s standard form, containing such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), and other matters as Landlord customarily obtains.
Payments from the Escrow Account. Upon receipt of a written certification of in Authorized Officer of Telesource that there is an amount in the Escrow Account in excess of tie balance required by Section 10 hereof and that CUC is entitled to be paid such excess amount from the Escrow Account, the Agent shall release from the Escrow Account and pay to CUC an amount which equals such excess amount.
Payments from the Escrow Account. The Escrow Agent shall hold the Escrow Amount in escrow in the Escrow Account in accordance with the terms and conditions set forth in this Agreement and shall make payments from the Escrow Account only as provided in Section 4 below.
Payments from the Escrow Account. Payment by Payment Notice The Company may request the Escrow Agent to instruct the Foundation to make a payment of all or any part of the Escrow Amount to a Permitted Payee by delivering to the Escrow Agent a duly completed Payment Notice together with:
Payments from the Escrow Account. (a) If, from time to time, (i) Purchaser determines that it is entitled to payment pursuant to Section 7.03(a) or Section 7.04 of the Purchase Agreement (an “Indemnity Claim”), Purchaser may request payment from the Escrow Account by giving written notice to the Escrow Agent and Seller (in each case in accordance with the provisions of Section 8 below) of such Indemnity Claim (any written notice of an Indemnity Claim being referred to as an “Indemnity Claim Notice”). Each Indemnity Claim Notice shall clearly state that a Purchaser Indemnified Party has paid or incurred Losses for which such Person is entitled to indemnification under the Purchase Agreement. The Indemnity Claim Notice shall state the method of computation of such Indemnity Claim and the amount thereof, if ascertainable, shall specify in reasonable detail each individual item of Loss included in such amount, the date such item was paid or incurred, and the basis for any anticipated liability, and shall refer to the provisions of the Purchase Agreement in respect of which such Indemnity Claim shall have occurred. It is understood by the parties hereto that the Escrow Agent shall have no duty or obligation to verify or otherwise determine Purchaser’s rights under the Purchase Agreement.
Payments from the Escrow Account. (a) Prior to the Escrow Termination Date, any and all amounts that are to be distributed from the Escrow Account shall be released in accordance with the terms of this Agreement and, except pursuant to Section 4(c), Section 4(d) or the immediately succeeding sentence, shall only be released in accordance with the terms of the Loss Sharing Agreement. If a Final Judgment is obtained against Visa USA or Visa International (or, to the extent Visa Inc. incurs a Liability with respect to a Visa Litigation Obligation, Visa Inc.), or Visa USA and Visa International enter into any Approved Settlement (as defined in the Second Restated Visa USA Certificate of Incorporation (the “VUSA Certificate”)) and, within fifteen (15) days after Visa Inc. or Visa USA make a demand therefor, the Litigation Committee has not taken all necessary actions to cause the distribution from the Escrow Account of sufficient funds to fund the entire Visa Litigation Obligation in respect of such Final Judgment or Approved Settlement, as the case may be (or otherwise made arrangements satisfactory to Visa Inc. to fund such obligations), Visa Inc. shall be entitled unilaterally to direct the Escrow Agent to distribute sufficient funds from the Escrow Account to fund the entire Visa Litigation Obligation in respect of such Final Judgment or Approved Settlement, as the case may be, to the extent such obligations are past due or will become due within ninety (90) days after the giving of the notice containing such direction.
