Escrow Proceeds Sample Clauses

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Escrow Proceeds. No later than five Business Days following the receipt of any Escrow Proceeds, Borrower shall apply an amount equal to 100% of such Escrow Proceeds to make prepayments in accordance with Sections 2.10(i) and (j).
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Escrow Proceeds. If the Escrow Release Date has not occurred by the Outside Date or if, before such date, the Acquisition Agreement is terminated or the Issuer determines in its sole discretion that any of the conditions to the Escrow Release Date are not capable of being satisfied (the earliest of such dates, the “Special Mandatory Redemption Determination Date”) and the Issuer notifies the Trustee and the Escrow Agent in writing of such determination or the Trustee so notifies the Escrow Agent in accordance with the Escrow Agreement, the Issuer shall redeem in accordance with the Escrow Agreement the Notes, in whole, at the Escrow Redemption Price as of the date of redemption. The term “Outside Date” means October 31, 2022, as the same may be extended pursuant to the immediately succeeding sentence. Notwithstanding the foregoing, if the Escrow Release Date has not occurred on or before the Outside Date, the Issuer shall be permitted to extend the Outside Date to December 1, 2022 by depositing into the Escrow Account on or before October 31, 2022 an additional amount of cash which, together with the cash in the Escrow Account at such time, will be sufficient to yield the Escrow Redemption Price on a redemption date of December 1, 2022 for all of the Notes. From and after any such extension, all references in this clause (b) to the Outside Date shall be to the Outside Date, as so extended. Following the redemption of the Notes pursuant to this clause (b) and the payment in full of all other Indenture Obligations, if there remains a deposit in the Escrow Account of any cash and/or cash equivalents, such excess cash and/or cash equivalents may be released to the Issuer and used by the Issuer for any purpose not prohibited by this Indenture. Notwithstanding anything in this Indenture to the contrary, no notice shall be required to redeem Notes pursuant to this Section 3.09(b) other than notices required by the Escrow Agreement.
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Escrow Proceeds. As promptly as practical upon receipt of any Escrow Proceeds, the Paying Agent shall distribute such funds to the Specified Stockholders on a pro rata basis in accordance with their respective ownership of Specified Stockholder Shares.
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Escrow Proceeds. Prior to the Closing Date, the Notes shall have been secured by the Escrow Property to the extent and in the manner provided in the Escrow Account Security Deed and as described in the Time of Sale Document and the Final Offering Memorandum.
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Escrow Proceeds. On the final day of the Disbursement Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 3.04, 100% of the remaining amounts deposited in and standing to the credit of the Proceeds Escrow Account after any Disbursement Amount has been made available to the Borrower.
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Escrow Proceeds. At the Closing, Actuate shall deliver to the --- --------------- Escrow Agent to hold in escrow, as collateral for the indemnification obligations of the Shareholders pursuant to the Purchase Agreement and the provisions herein, the amount of five hundred forty thousand dollars ($540,000) (the "Escrow Fund"). The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in the attached Exhibit B. The Escrow --------- Fund shall be deposited with and held by the Escrow Agent in accordance with the terms and conditions hereof. The amount of money held in the Escrow at any time, including interest, accretion in principal and other income or gain realized upon investment of cash in the Escrow Fund, is referred to herein as the "Escrow Proceeds."
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Escrow Proceeds 
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Related to Escrow Proceeds

  • 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 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.

  • Trust Account Proceeds Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

  • Escrow Fund (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.