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.
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.
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
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.
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.
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