Escrowed Amounts Clause Samples
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Escrowed Amounts. On the Aleris Incremental Escrow Date, subject to the satisfaction of the conditions precedent set forth in Section 5 of the Aleris Increase Joinder Amendment, each Aleris Incremental Term Lender shall, severally and not jointly, make an Aleris Incremental Term Loan in Dollars to Novelis Acquisitions by depositing or causing to be deposited with the Escrow Agent in the Escrow Account an amount, in immediately available funds, equal to such Aleris Incremental Lender’s pro rata share (as a percentage of the aggregate Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders on such date immediately prior to giving effect to such funding) of the aggregate amount of Aleris Incremental Term Loans requested by Novelis Acquisitions to be borrowed pursuant to the Borrowing Request in respect thereof, which pro rata share shall not exceed such Aleris Incremental Term Lender’s Aleris Incremental Term Loan Commitment on the Aleris Incremental Escrow Date; provided that, at the option of the Designated Company as set forth in the Borrowing Request, some or all of the fees payable pursuant to the Fee Letters may be paid by netting the fees payable to the applicable Aleris Incremental Term Lender against the amount of the Aleris Incremental Term Loans required to be funded by such Aleris Incremental Term Lender.
Escrowed Amounts. (i) The Purchaser shall deliver or cause to be delivered to the Escrow Agent on the Closing Date:
(1) if the Tax Escrow Amount is not zero, an amount equal to the Tax Escrow Amount to secure payment of the Purchaser’s right to indemnification under Section 11.1(b)(vi), and
(2) an amount equal to $10,000,000 (the “General Indemnity Escrow Amount”), a portion of which shall be funded at Closing by the transfer of the Downpayment into an escrow account for this purpose pursuant to a joint written instruction to be delivered at Closing to the Escrow Agent by the Purchaser and the Designated Shareholder Representative and in accordance with the Downpayment Escrow Agreement, to secure payment of the Purchaser Indemnified Parties’ right to indemnification under Section 11.1(b)(i), Section 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(b)(iv) and Section 11.1(b)(v).
(ii) All such amounts are to be deposited, held, invested and disbursed pursuant to the terms of the Indemnity Escrow Agreement. None of the General Indemnity Escrow Amount or the Tax Escrow Amount shall, under any circumstance, be used to support any claim for indemnification of the Shareholder Indemnified Parties or the Shareholder Representative Committee. Each Shareholder shall be entitled to its pro rata share (based upon the percentage set forth opposite such Shareholder’s name on Exhibit A) of each of the Tax Escrow Amount and the General Indemnity Escrow Amount, if, as, when and to the extent that such pro rata share, or any portion thereof, is released from escrow to the Shareholders under the terms of the Indemnity Escrow Agreement.
Escrowed Amounts. Subject to the terms of Section 2.10(i) below, not later than one Business Day following the receipt of any Escrowed Amounts by any Company, Borrower shall apply 50% of such Escrowed Amounts to make prepayments in accordance with Sections 2.10(h);
Escrowed Amounts. The Buyers have deposited Fifty Thousand Dollars ($50,000) (the “Escrow Amount”) into an escrow account with ▇▇▇▇▇▇▇▇▇ Law Offices (the “Initial Escrow Agent”) and have entered into an escrow agreement with the Seller dated October 16, 2009 (the “Initial Escrow Agreement”), attached hereto as Exhibit A. Pursuant to the Initial Escrow Agreement, the Initial Escrow Agent will hold the Escrow Amount in trust for the benefit of the Buyers until returned to the Buyers or delivered to the Sellers as herein required. The Escrow Amount will be considered a portion of the Purchase Price (as defined below) and will be delivered as set forth in the Initial Escrow Agreement and this Section 2. If this Agreement is terminated, then in accordance with the Initial Escrow Agreement, the Initial Escrow Agent will immediately return the Escrowed Amount to the Buyers, less the bank’s standard wire transfer charge.
Escrowed Amounts. Not later than one Business Day following the receipt of any Escrowed Amounts by any Company, Borrower shall apply 50% of such Escrowed Amounts to make prepayments in accordance with Sections 2.10(h).
Escrowed Amounts. The parties hereto acknowledge that the Purchase Price Holdback Amount and the Meyerowitz Escrow Amount, are being held for the benefit of the Vendors to the extent of the Vendors’ interest in such amounts as provided hereunder, and do not constitute the Purchaser’s funds for any purpose except in accordance with the terms of this Agreement, the Purchase Price Escrow Agreement, if any, the Instrument, if any, and the Meyerowitz Escrow Agreement.
Escrowed Amounts. Not later than one Business Day following the receipt of any Escrowed Amounts by any Company, Borrower shall apply, with respect to the first $20,000,00 of Escrowed Amounts received by any Company, 100% of such Escrowed Amounts to make prepayments in accordance with Sections 2.10(h) and thereafter, 50% of such Escrowed Amounts to make prepayments in accordance with Sections 2.10(h);
Escrowed Amounts. At Closing, Buyer shall deliver to the Escrow Agent, pursuant to an Escrow Agreement substantially in the form attached hereto as Exhibit 8.1, the sum of 95% of the face amount of all outstanding, untendered gift certificates issued by Sellers through the Closing (the "Gift Certificate Escrowed Amount") and (ii) Five Hundred Thousand Dollars ($500,000) (the "General Escrowed Amount"). Claims against the General Escrowed Amount shall be limited to claims made by Buyer under Sections 1.1, 4.6 through 4.9, 4.12, 4.13, 4.14, 4.17, 4.21, Article V, and Section 8.2(a).
Escrowed Amounts. As of the date hereof, (i) the Borrowers have deposited $2,455,046.13 in escrow with the Disbursing Agent in connection with services to be furnished by, and future payments to, Vendor A (such amount deposited in escrow, the “Vendor A Escrowed Amount”), and (ii) the Borrowers have deposited $1,451,097.52 in escrow with the Disbursing Agent in connection with services to be furnished by, and future payments to, Vendor B (such amount deposited in escrow, the “Vendor B Escrowed Amount” and, together with the Vendor A Escrowed Amount, the “Escrowed Amount”).
Escrowed Amounts. (i) On the Escrow Date, subject to the satisfaction of the conditions precedent set forth in Section 4.02, each Lender shall, severally and not jointly, make a Term Loan in Dollars to the Borrower by depositing or causing to be deposited with the Escrow Agent in the Escrow Account an amount, in immediately available funds, equal to such Lender’s pro rata share (as a percentage of the aggregate Term Loan Commitments of all Lenders on such date immediately prior to giving effect to such funding) of the aggregate amount of Term Loans requested by the Borrower to be borrowed pursuant to the Borrowing Request in respect thereof, which pro rata share shall not exceed such Lender’s Term Loan Commitment on the Escrow Date; provided that, at the option of the Designated Company as set forth in the Borrowing Request, some or all of the fees payable pursuant to the Fee Letters may be paid by netting the fees payable to the applicable Lender against the amount of the Term Loans required to be funded by such Lender.