Escrow Notes Sample Clauses

Escrow Notes. Notwithstanding anything to the contrary in any Financing Document, nothing contained in any Financing Document shall restrict or prohibit (a) the formation and designation of an Escrow Subsidiary as an Unrestricted Subsidiary, (b) the holding of the Escrow Funds in any Escrow Account and the granting or existence of any Liens on any Escrow Account, the Escrow Funds or any Escrow Notes Document or pursuant to any Escrow Account Document, in each case, in favor of the applicable Escrow Agent (or its designee), (c) any transactions otherwise restricted by Section 7.04 by and among the Borrower or one or more Restricted Subsidiaries, on the one hand, and the Escrow Subsidiary, on the other hand, in connection with the transactions contemplated by any Escrow Notes Documents and (d) any Investment in an Escrow Subsidiary in an aggregate amount not greater than the applicable Additional Escrow Amount (it being understood, for the avoidance of doubt, that (1) any such Investments and other transactions shall be deemed made exclusively in reliance upon this Section 1.05 and not any other exception or basket under any other provision of any Financing Document and (2) only until such time as the applicable Escrow Funds remain in the Escrow Account, any such Escrow Notes shall not constitute Consolidated Total Indebtedness or Consolidated Senior Secured Indebtedness and shall be disregarded when calculating Consolidated Interest Expense); provided that (A) pending the release of the related Escrow Funds from the applicable Escrow Account, Adjusted Consolidated Net Income shall be reduced by the Additional Escrow Amount and (B) from and after the release of the related Escrow Funds from the applicable Escrow Account, the Escrow Notes shall constitute Consolidated Total Indebtedness and Consolidated Senior Secured Indebtedness and shall be included when calculating Consolidated Interest Expense; provided further that this Section 1.05 shall not operate to permit the Gentiva Merger to the extent it would not otherwise be permitted absent this Section 1.05.
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Escrow Notes shall be amended and restated to read, in its entirety, as follows: "At the Effective Time, (i) for purposes of securing claims for indemnification pursuant to Section 9.2(a), Parent Notes in an aggregate principal amount of $1,700,000 issuable to the Company's stockholders on a pro rata basis (the "Escrow Notes"), shall be registered in the names of the stockholders of the Company or in the name of the stockholder's representative (the "Holders' Representative"), as agent for such stockholders, but shall be deposited with an institution selected by Parent and the Company, as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement substantially in the form of Exhibit F hereto (the "Escrow Agreement") by and among Parent, the Escrow Agent and the Company's stockholders or the Holders' Representative.
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Escrow Notes. Prior to the Escrow Fund Release Date (as defined in the Escrow Agreement), the Payee consents to the delivery by the Payor directly to the Escrow Agent and not to the Payee of any Escrow Property (as defined in the Escrow Agreement) in respect of this Note (including any cash received pursuant to the terms of this Note) which Escrow Property shall be released to the Payee in accordance with the terms of the Escrow Agreement]2
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Escrow Notes. The Escrow Notes delivered to the Escrow Agent at the Closing in accordance with the Merger Agreement shall be "Notes" for purposes of this Agreement and be in form and substance identical to the Notes actually received by the Significant Stockholders, except that the Escrow Notes may contain additional terms and conditions consistent with the provisions of Articles 1 and 10 of the Merger Agreement, and the Escrow Agreement (as defined in the Merger Agreement). The Escrow Notes shall be governed by this Agreement, except as set forth in Article 10 of the Merger Agreement (the "Indemnity Section") and the Escrow Agreement, the terms of which Indemnity Section and Escrow Agreement shall control over and supersede any contrary provisions of this Agreement or any other Financing Document.
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Escrow Notes. At the Effective Time, Parent Notes in an aggregate principal amount of $1,500,000 issuable to the Company's stockholders on a pro rata basis (the "Escrow Notes"), shall be registered in the names of the stockholders of the Company or in the name of the stockholder's representative (the "Holders' Representative"), as agent for such stockholders, but shall be deposited with an institution selected by Parent and the Company, as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement substantially in the form of Exhibit F hereto (the "Escrow Agreement") by and among Parent, the Escrow Agent and the Company's stockholders or the Holders' Representative.
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Escrow Notes. 11 SECTION 2.3 Payments........................................................................................11 ARTICLE THREE...........................................................................................................12 SECTION 3.1. Interest Rate; When Payable....................................................................12 SECTION 3.2. Default Rate...................................................................................12 SECTION 3.3. Waiver of Usury Laws...........................................................................13 ARTICLE FOUR............................................................................................................13
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Related to Escrow Notes

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrowed Funds Upon receipt of the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be deposited by the Escrow Agent in an interest bearing account or as may otherwise be directed by the Corporation in writing. The Escrow Agent shall be entitled to sell or redeem any investment of the Escrowed Funds as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Interest, if any, resulting from any investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.

  • Escrow Account 27.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the "Escrow Bank") in accordance with this Agreement read with the Escrow Agreement. 27.1.2 The nature and scope of the Escrow Account shall be fully described in the agreement (the "Escrow Agreement") to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders' Representative, which shall be substantially in the form set forth in Schedule-S.