Escrow of Proceeds Clause Samples
The "Escrow of Proceeds" clause establishes that certain funds, typically from a transaction or sale, will be held by a neutral third party (the escrow agent) until specified conditions are met. In practice, this means that the buyer's payment is not released to the seller immediately, but instead is deposited into an escrow account and only disbursed once all contractual obligations—such as delivery of goods, transfer of title, or satisfaction of due diligence—are fulfilled. This clause serves to protect both parties by ensuring that the seller receives payment only after meeting their obligations, while the buyer's funds are safeguarded until they receive what was promised, thereby reducing the risk of fraud or non-performance.
Escrow of Proceeds. (a) Concurrently with the issuance of the Notes, WRECO shall enter into the Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall deposit (or cause to be deposited) into a segregated Escrow Account under the control of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrow Account.
(b) WRECO is only entitled to direct the Escrow Agent to release the Escrowed Property in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement
(c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer.
(d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13, 2014 among the Issu...
Escrow of Proceeds. On the Closing Date, the Company will deposit or cause to be deposited with the Escrow Agent an amount in cash, which, together with the net proceeds of the offering of the Notes deposited by the Initial Purchase hereof and the Escrow Agreement, is sufficient to redeem the Notes at the Special Redemption Price on July 9, 2015, pursuant to the terms of the Escrow Agreement.
Escrow of Proceeds. The aforesaid $16.35 million to $20.0 million purchase price for the GMI Stock shall be deposited with the Escrow Agent and released to the ▇▇▇▇/▇▇▇▇▇▇ Group only upon the closing (the “Plan Closing”) of the transactions contemplated by the Fourth Amended and Restated Joint Plan of Reorganization of the General Media Debtors, a copy of which has been made available to the Purchaser (the “Plan”).
Escrow of Proceeds. (a) The Issuer shall apply the Escrowed Property in accordance with the terms of the Escrow Agreement.
(b) On the date of this Indenture, the Escrow Issuer will enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and U.S. Bank Trust Company, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the terms of the Escrow Agreement, on the date of this Indenture, the Escrow Issuer will deposit (or cause to be deposited) into the Escrow Account, (i) an amount equal to the gross proceeds of the offering of the Notes (the “Proceeds”) and (ii) an additional amount in cash that, when taken together with the Proceeds, is sufficient to fund the Special Mandatory Redemption of the Notes on the date that is the last day of the sixth full calendar month following the Issue Date, if a Special Mandatory Redemption were to occur on such date (the “Escrowed Property”).
(c) Unless the Escrow Issuer (i) has then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) below or (ii) delivered notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), commencing with the first day of the seventh full calendar month following the Issue Date, and, thereafter, the first date of each full calendar month following the seventh full calendar month, at least two (2) business days prior to such date (each such date, a “Deposit Date”), the Escrow Issuer will deposit, or cause to be deposited, cash by wire transfer in the Escrow Account in an amount equal to the monthly interest that would accrue on the Notes during such next calendar month (as calculated by Escrow Issuer in accordance with this Indenture); provided that to the extent the Termination Date has been extended to March 18, 2023 pursuant to Section 8.01(b) of the P2E Purchase Agreement, such interest amount for such calendar month shall equal the interest that would accrue on the Notes from the first date of such month to the Termination Date.
(d) The Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent a release request referred to in clause (e) below, (ii) the Termination Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), and (iv) the date on which the Escrow Issuer fails to timely deposit (or cause to be timely deposited) in cash...
Escrow of Proceeds. (a) The Company shall enter into the Escrow Agreement with the Trustee and the Escrow Agent. In accordance with the Escrow Agreement, the Company shall deposit, or cause to be deposited, an amount equal to the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) pursuant to the Escrow Agreement (together with any other property from time to time held in the Escrow Account, the “Escrow Property”).
(b) The Escrow Property shall be held in the Escrow Account until the earliest of (i) the satisfaction of the Escrow Release Condition and (ii) a Special Mandatory Redemption Event.
(c) Subject to Section 3.07, the Company shall only be entitled to direct the Escrow Agent to release Escrow Property (in which case the Escrow Property shall be paid to or as directed by the Company) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside Date, of an Officer’s Certificate to the Escrow Agent, certifying that the Acquisition will be consummated simultaneously or substantially concurrently with the release of the Escrow Property (the “Escrow Release Condition”) (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”). If the Escrow Release Condition is satisfied prior to 11:59 p.m. (New York City time) on the Outside Date, the Escrow Agent will release the Escrow Property (including investment earnings) to or at the instruction of the Company. Upon the occurrence of the Escrow Release, the Escrow Account shall be reduced to zero and the Escrow Property and interest thereon shall be paid out in accordance with the Escrow Agreement.
Escrow of Proceeds. The Company shall deposit, or cause to be deposited, the net proceeds of the offering of the Notes issued on the Issue Date into the Escrow Account on the Issue Date and shall comply with the terms of the Escrow Agreement.
Escrow of Proceeds. Concurrently with the closing of the offering of the Notes on the Issue Date, the Initial Issuer will enter into an Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, as the Escrow Agent, pursuant to which the Initial Issuer will deposit (or cause to be deposited) into an escrow account (the “Escrow Account”) an amount in cash equal to the gross proceeds of this offering of Notes (together with any earnings thereon and investments thereof, collectively the “Escrowed Funds”). The Initial Issuer will grant the Trustee, for the benefit of itself, the Escrow Agent and the Holders, a first-priority security interest in the Escrow Account and all deposits and investments therein to secure the Obligations under the Notes pending disbursement as set forth herein.
Escrow of Proceeds. The proceeds from the sale of all of the Shares offered in the offering will be deposited into the Escrow Account. If the proceeds, in cleared funds, from the sale of a minimum of 500,000 Shares have not been deposited with the Escrow Agent within one year from the date of the Company's definitive Prospectus, the full amount paid will be refunded to the purchasers. No certificates evidencing the Shares will be issued unless and until the escrow amount has been deposited with the Escrow Agent, and such funds have been released and the net proceeds thereof delivered to the Company. If the escrow amount is deposited within the time period provided above, all amounts so deposited will be delivered to the Company except that the Underwriter may deduct its underwriting commissions from the proceeds of the offering prior to delivery of such proceeds to the Company. No commissions will be paid by the Company or commissions allowed by the Underwriter unless and until proceeds, in cleared funds, from the sale of at least 500,000 Shares, have been deposited with the Escrow Agent and such funds have been released and the net proceeds thereof delivered to the Company.
Escrow of Proceeds. (a) On the Issue Date, and on or about the time of the issuance of the Notes, the Initial Purchasers, at the direction of the Company, shall, pursuant to the Escrow Agreement, deposit into a segregated escrow account (the “Escrow Account”) the gross proceeds of the offering of the Notes (collectively with the Escrow Account and any other property from time to time held in the Escrow Account, the “Escrowed Property”). The Company shall grant the Trustee, for the benefit of itself and Holders of the Notes, a first-priority security interest in the Escrow Account in accordance with the terms of the Escrow Agreement.
(b) Each Holder of a Note by its acceptance thereof authorizes the Trustee to execute and deliver the Escrow Agreement.
Escrow of Proceeds. The proceeds from the sale of any and all Shares shall be deposited directly by the Placement Agent into an escrow account established for this Offering with ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the "Escrow Holder"). The proceeds shall be administered according to the provisions of paragraphs 2.1 and 3.2 of both the Warrant Exercise Stock Purchase Agreement and the Option Exercise Stock Purchase Agreement.