The Escrowed Property Clause Samples

The "Escrowed Property" clause defines what assets, funds, or documents are to be held in escrow during the course of a transaction. Typically, this clause specifies the exact items or amounts to be deposited with a neutral third party (the escrow agent), such as purchase money, shares, or important legal documents, and may outline any conditions or instructions related to their handling. By clearly identifying what constitutes the escrowed property, this clause ensures that all parties understand what is being safeguarded and under what terms, thereby reducing the risk of disputes and providing security until contractual obligations are fulfilled.
The Escrowed Property. (a) On the date hereof (the “Closing Date”), pursuant to Section 4.20 of the Indenture, the Company is obligated to deposit with the Escrow Agent (x) $1,231,250,000 in cash, representing the net proceeds (after deducting the underwriting discount) from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of $37,517,361.11 and the Eligible Escrow Investments, if any, listed on Schedule II hereto (collectively, the “Initial Deposit” and, together with all Extension Deposits (as defined below), if any, the “Supplemental Deposit”), representing, when taken together with the amount of the Proceeds, an amount sufficient (as reasonably determined by the Company taking into account investment income therefrom and proceeds thereof) to redeem the Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Notes sold on the Closing Date, together with accrued and unpaid interest on such Notes from the Closing Date up to, but not including, the Business Day following November 30, 2012, and the Escrow Agent acknowledges receipt of the Initial Deposit. As used herein, the “Initial Outside Date” means November 30, 2012. (b) If, at any time on or prior to 2:00 p.m. (New York City time) on the second Business Day prior to the Initial Outside Date, the Company delivers a notice (an “First Extension Election”) substantially in the form of Exhibit A to the Trustee and the Escrow Agent to extend the Initial Outside Date to a date that is thirty (30) calendar days following the Initial Outside Date (the “First Extended Outside Date”), and concurrently with such notice the Company deposits an amount in cash and/or Eligible Escrow Investments (an “Extension Deposit”) sufficient, when taken together with the amount of other Escrowed Property (as hereinafter defined) as of such date, to pay 100% of the aggregate principal amount of the Notes sold on the Closing Date, together with accrued and unpaid interest on such Notes from the Closing Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, up to, but not including, the Business Day following such First Extended Outside Date, the Initial Outside Date shall be extended to the First Extended Outside Date. In the event the Company delivers a First Extension Election, the Company agrees to issue a customary press release on or prior to the second Business Day prior to the Initial Outside Date publicly announcing that a First ...
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The Escrowed Property. (a) On the date hereof (the “Closing Date”), pursuant to Section 2.17 of the Loan Agreement, the Borrower is obligated to deposit, or cause to be deposited, in cash with the Escrow Agent (i) $3,750,000,000, representing the gross proceeds of the U.S. Term B Loans, less any upfront fees or “original issue discount” of and (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the Borrower, is referred to collectively herein as the “Escrowed Property.” (b) The “Outside Date” shall be October 21, 2016; provided that to the extent the Termination Date (as defined in the Merger Agreement) has been extended as provided in Section 8.1(b)(i) of the Merger Agreement and the Borrower delivers written notice in the form attached as Exhibit A hereto to the Administrative Agent and the Escrow Agent that the Termination Date under the Merger Agreement has been extended in accordance with the terms of the Merger Agreement, the Outside Date shall be January 21, 2017. References herein to “Escrow Prepayment Amount” shall mean an amount equal to the Proceeds, together with all accrued and unpaid interest on the full aggregate principal amount of such Term B Loans from the Closing Date through, but not including, the Escrow Prepayment Date (as defined in the Loan Agreement). References herein to “Excess Escrowed Property” shall mean the excess, if any, of the Escrowed Property over the Escrow Prepayment Amount. The Escrow Agent shall have no duty to solicit the Escrowed Property. The Borrower certifies that the Escrowed Property shall be satisfactory for such purposes pursuant to the Loan Agreement, and shall notify the Escrow Agent in writing at or prior to the transfer of the Escrowed Property to the Escrow Accounts. The Escrow Agent shall have no liability for any Escrowed Property, or for interest thereon, that remains unclaimed and/or is returned if such written notification is not given.
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The Escrowed Property. (a) Pursuant to Section 6 of Amendment No. 5, the Agent shall deposit (or cause to be deposited) with the Escrow Agent in the Escrow Account (as defined below): (i) on the date hereof (the “Restatement Effective Date”), $603,804,900, (ii) within one (1) Business Day (as defined in the Credit Agreement) of the receipt, on any Business Day between, but not including, the Restatement Effective Date and September 10, 2014, of the net proceeds from the Term B-3 Loans and Term B-4 Loans received by the Agent in connection with the initial syndication of such Term B-3 Loans and/or Term B-4 Loans and (iii) on September 10, 2014, an amount equal to the remainder of the net proceeds from the Term B-3 and Term B-4 Loans not deposited pursuant to the previous clauses (i) and (ii), in each case, in cash, clauses (i), (ii) and (iii), collectively representing the net proceeds from the Term B-3 Loans and the Term-B-4 Loans (the “Proceeds”). (b) On or prior to the first day of each month, from and including October 1, 2014 through and including the Escrow End Date or the Escrow Release Date, and on the Escrow End Date or the Escrow Release Date, as applicable, Albertson’s and Merger Sub will deposit (or cause to be deposited) with the Escrow Agent into the Escrow Account an amount of cash equal to the amount of Accrual Fees accrued on the Term B-3 Loans and the Term B-4 Loans from (and including) the first day of the immediately preceding month through (and including) the last day of the immediately preceding month (and, with respect to the Escrow End Date or the Escrow Release Date, from (and including) the first day of such month and through (and including) such Escrow End Date or the Escrow Release Date, as applicable) (such funds, together with the Proceeds and any other property from time to time held by the Escrow Agent in the Escrow Account, including, without limitation, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing received or receivable in respect of any of the foregoing, together with all proceeds of any of the foregoing, the “Escrowed Property”). The Companies certify that the Escrowed Property shall comply with the applicable provisions of Amendment No. 5 and Credit Agreement, as applicable. (i) Subject to and in accordance with the provisions hereof, the Escrow Agent agrees to hold the Escrowed Property in a “securities account” (as defined in Section 8-501 of the Uniform Co...
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The Escrowed Property. On the date hereof (the “Closing Date”), pursuant to Section 2.17 of the Loan Agreement, the Borrower is obligated to deposit, or cause to be deposited, in cash with the Escrow Agent (i) $3,750,000,000, representing the gross proceeds of the U.S. Term B Loans, less any upfront fees or “original issue discount” of % and (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of % ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the Borrower, is referred to collectively herein as the “Escrowed Property.” The “Outside Date” shall be October 21, 2016; provided that to the extent the Termination Date (as defined in the Merger Agreement) has been extended as provided in Section 8.1(b)(i) of the Merger Agreement and the Borrower delivers written notice in the form attached as Exhibit A hereto to the Administrative Agent and the
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The Escrowed Property. (a) On the date hereof (the “Closing Date”), (i) pursuant to Section 4.17 of the Secured Notes Indenture, (x) the Issuers shall deposit (or cause to be deposited) with the Escrow Agent in the Secured Notes Escrow Deposit Account (as defined below) or the Secured Notes Escrow Securities Account (as defined below) $3,050,000,000.00 in cash, representing the gross proceeds from the offering of the Secured Notes (the “Secured Notes Proceeds”) and (y) either (i) the Issuers will also deposit (or cause to be deposited) in cash in the Secured Notes Escrow Deposit Account or the Secured Notes Escrow Securities Account or (ii) Diamond Sports Intermediate Holdings, LLC, a Delaware limited liability company and parent company of the Issuers (“Holdings”), or its Affiliates will cause to be issued Letters of Credit (as defined below) for the benefit of the Escrow Agent, the Trustee and the Holders of the Secured Notes (or a combination of (i) and (ii)), in each case of (i) and (ii), in the amount of $13,661,458.33 (the “Secured Notes Interest Deposit”), representing, when taken together with the amount of the Secured Notes Proceeds deposited in the Secured Notes Escrow Accounts (as defined below), an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) to fund a Special Mandatory Redemption (as defined in the Secured Notes Indenture) of the Secured Notes on September 1, 2019 (the “Initial Outside Date”), if a Special Mandatory Redemption of the Secured Notes were to occur on such date, and the Escrow Agent acknowledges receipt of the Secured Notes Proceeds and the Secured Notes Interest Deposit; and (ii) pursuant to Section 4.17 of the Senior Notes Indenture, (x) the Issuers shall deposit (or cause to be deposited) with the Escrow Agent in the Senior Notes Escrow Deposit Account (as defined below) or the Senior Notes Escrow Securities Account (as defined below) $1,825,000,000.00 in cash, representing the gross proceeds from the offering of the Senior Notes (the “Senior Notes Proceeds”) and (y) either (i) the Issuers will also deposit (or cause to be deposited) in cash in the Senior Notes Escrow Deposit Account or the Senior Notes Escrow Securities Account or (ii) Holdings or its Affiliates will cause to be issued Letters of Credit for the benefit of the Escrow Agent, the Trustee and the Holders of the Senior Notes (or a combination of (i) and (ii)), in each case of (i) and (ii), in the amount o...
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The Escrowed Property. (a) ▇▇▇▇▇▇ shall tender to Escrow Agent the titles to the collateral ▇▇▇▇▇▇ is required to escrow pursuant to the Security Documents (“Titles”) to be held by Escrow Agent for the benefit of ▇▇▇▇▇▇ and Income Fund. All Titles received by Escrow Agent pursuant to this Agreement shall be held and/or disbursed in accordance with the terms and conditions of this Agreement. Copies of the Security Documents are attached as Exhibits 1-3. (b) The Titles may be released or disbursed by Escrow Agent only under the circumstances set forth in Section 3 hereof.
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The Escrowed Property. On the date hereof (the “Closing Date”), pursuant to Section 2.17 of the Loan Agreement, the Borrower is obligated to deposit, or cause to be deposited, in cash with the Escrow Agent (i) $3,750,000,000, representing the gross proceeds of the U.S. Term B Loans, less any upfront fees or “original issue discount” of % and (ii) €885,000,000, representing the gross proceeds of the Euro Term B Loans, less any upfront fees or “original issue discount” of % ((i) and (ii), together, the “Proceeds”). The deposit made pursuant to this subsection (a), together with any additional amounts deposited with the Escrow Agent by or on behalf of the Borrower, is referred to collectively herein as the “Escrowed Property.”
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Related to The Escrowed Property

  • The Escrow Agent To induce the Escrow Agent to act hereunder, it is further agreed by the Buyer and the Seller that: (a) The Escrow Agent shall not be under any duty to give the Escrowed Property held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any Escrowed Property held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (b) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement. (c) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Buyer and the Seller shall, severally and not jointly, indemnify and hold harmless the Escrow Agent (and any successor escrow agent) from and against one-half of any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Property or any loss of interest incident to any such delays. This Section 5(c) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (d) The Escrow Agent shall be entitled to rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder in accordance with the terms hereof without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (e) The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in good faith in accordance with such advice. (f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof. The Buyer and the Seller shall each pay or reimburse the Escrow Agent upon request for one-half of any transfer taxes or other taxes relating to the Escrowed Property incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from the Escrow Account shall be subject to withholding regulations therein in force with respect to United States taxes. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of the Escrowed Property and is not responsible for any other reporting. This Section 5(f) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (g) The Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it. (h) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (i) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrowed Property and Interest, if any, to any successor escrow agent jointly designated by the Buyer and the Seller in writing or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the date (the "Resignation Date") which is the earlier to occur of: (i) the date a successor is appointed (including a court of competent jurisdiction) or (ii) the date which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. Upon the appointment of a successor escrow agent, such successor escrow agent shall deliver written notice to the Buyer and the Seller on the appointment of such successor escrow agent. If at the Resignation Date the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's sole responsibility after the Resignation Date shall be to safekeep the Escrowed Property and Interest, if any, until receipt of a designation of successor escrow agent or a joint written disposition instruction by the other parties hereto. (j) The Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and may rely without any liability upon the contents thereof. (k) In the event of any disagreement between the Buyer and the Seller resulting in adverse claims or demands being made in connection with the Escrowed Property and Interest, if any, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed Property and Interest, if any, until the Escrow Agent shall have received (i) a Final Determination (as defined in Section 3(b) and accompanied by the opinion of counsel referred to in Section 3(b)) directing delivery of the Escrowed Property and Interest, if any, or (ii) a written agreement executed by the Buyer and the Seller directing delivery of the Escrowed Property and Interest, if any, in which event the Escrow Agent shall disburse the Escrowed Property and Interest, if any, in accordance with such Final Determination or agreement. The Escrow Agent shall act on such Final Determination or agreement without further question. (l) The compensation of the Escrow Agent (as payment in full) for the services to be rendered by the Escrow Agent hereunder shall be the amount of $2,500 for the initial year paid by the Buyer at the time of execution of this Agreement and $2,000 annually thereafter, together with reimbursement for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). All fees and expenses of the Escrow Agent hereunder shall be paid by the Buyer. Any fees or expenses of the Escrow Agent or its counsel which are not paid as provided for herein may be taken from any property held by the Escrow Agent hereunder. (m) No prospectuses, press releases, reports and promotional material or other similar materials which mentions the Escrow Agent's name or the rights, powers, or duties of the Escrow Agent shall be issued by the other parties hereto or on such parties' behalf unless the Escrow Agent shall first have given its specific written consent thereto. (n) The other parties hereto authorize the Escrow Agent, for any securities held hereunder, to use the services of any United States central securities depository it deems appropriate, including, but not limited to, the Depository Trust Company and the Federal Reserve Book Entry System.

  • Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. (2) If you receive any other securities (additional escrow securities): (a) as a dividend or other distribution on escrow securities; (b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; (c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or (d) from a successor issuer in a business combination, if Part 6 of this Agreement applies, you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities. (3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: (i) Minimum Offering Notice; (ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering; (iii) Instruction Letter; and (iv) such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall promptly disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. (b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (c) Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

  • 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.

  • Deposit of Escrow Funds By its execution hereof, Recipient acknowledges that the deposit of the Escrow Funds into escrow with Escrow Agent does not confer any rights or claims to the Escrow Funds by Recipient unless all of the conditions in Section 2 above and the conditions as set forth in the Grant Agreement, have been satisfied.