Escrow Funding. (a) If the 2016 Incremental Term Loans have not been funded within 60 days after the Effective Date (the “Escrow Funding Event”), the 2016 Incremental Term Loans shall be funded into escrow (“Escrow Funding”) pursuant to escrow arrangements acceptable to the Administrative Agent. If an Escrow Funding Event occurs, the Borrower agrees that (i) it shall immediately enter into any amendment to the Credit Agreement or other agreements reasonably necessary to complete the Escrow Funding, (ii) it shall, and shall cause any other relevant person to, satisfy the conditions set forth below in Section 4.2 (except to the extent provided in Section 3.3(b) below), (iii) upon Escrow Funding, the funded amount shall accrue interest at the same rates and manner as Term B Loans (after giving effect to this Amendment) and (iv) the Borrower shall contribute to the escrow account funds sufficient to pay interest and fees of the funded amount under the Credit Agreement during the escrow period or otherwise provide credit support for the payment of such amount in a manner reasonably satisfactory to the Administrative Agent; provided that the failure by the Borrower to comply with this Section 3.3 will result in (x) the termination of any 2016 Incremental Term Commitments and (y) any 2016 Incremental Term Loans becoming immediately due and payable.
Escrow Funding. In accordance with the Debt Commitment Letter, Company shall immediately prior to the Funding Date establish an escrow account with a financial institution designated by the lender under the Debt Commitment Letter and deposit into such escrow account sufficient funds to satisfy the cash escrow funding requirements set forth in the Debt Commitment Letter.
Escrow Funding i. For the first two (2) Units purchased during the Primary Term, Hydrozonix shall deposit the Initial Deposit in escrow at SunTrust Bank in West Palm Beach, Florida. Thereafter, so long as the Manufacturer is substantially in compliance with the Budget and schedule, Hydrozonix shall deposit into such escrow account an additional ███████████████████████ per Unit every thirty (30) days following submission of the initial request for payment until ██████████████████████████████ in the aggregate per Unit shall have been deposited into escrow. Lastly, Hydrozonix shall deposit into escrow the funds for the Sub-license Fee and the Manufacturing Fee upon the completion of manufacturing and departure of such Units from their manufacturing location destined for a Frac Site. The parties hereto shall enter into an Escrow Agreement in substantially the form attached hereto as Exhibit “B” in connection with the escrowing of such funds.
Escrow Funding. For the avoidance of doubt, if the Preferred Stock Preference Payment is to be paid to the holders of Target Preferred Stock, then Escrow Amount shall be funded from proceeds otherwise payable to holders of Target Common Stock. To the extent such proceeds are not sufficient to fund the entire Escrow Amount, any additional amount required to fund the Escrow Amount in full would be funded from proceeds otherwise payable to the holders of Target Preferred Stock. All funds payable out of the Escrow to Acquiror shall first be paid out of the Common Escrow Amount and then shall be paid out of the Preferred Escrow Amount.
Escrow Funding. (i) Pursuant to the terms of Section 7.1 or 8.4 of the Bilateral Deed, either Borrower shall be permitted and/or required to pay the Escrow Funding Amount (together with any Step Up Escrow Funding Amounts that are required to be paid pursuant to the term of the Bilateral Deed) to the “Escrow Account” (as defined in the Bilateral Deed), (ii) pursuant to the terms of the Acquisition Commitment Letter (or the PropCo Bridge Loan Documentation (as defined in the Bilateral Deed), either Borrower shall be permitted and/or required to advance the PropCo Bridge Loan (as defined in the Acquisition Commitment Letter) or any part thereof to the extent not otherwise funded under clause (i) above, (iii) pursuant to clause 6.2 of the Bilateral Deed (or the Portfolio Loan Documentation as defined in the Bilateral Deed), either Borrower shall be required to advance the Portfolio Loan (as defined in the Bilateral Deed) or any part thereof to the extent not otherwise funded under clause (i) above; or (iv) pursuant to the terms of the Commitment Deed or the Step Up Commitment Deed (as defined in the Bilateral Deed) (or any Sale Contract (as defined in the Commitment Deed) or Step Up Contract (as defined in the Bilateral Deed) entered into pursuant to those documents), either Borrower shall be permitted and/or required to pay any amount to the extent not otherwise funded under clauses (i) and (ii) above.
Escrow Funding. Notwithstanding anything else in this Agreement, nothing contained in this Agreement shall restrict or prohibit (a) the formation of a Future Escrow Subsidiary, (b) the holding of any Future Escrow Funds in any Future Escrow Account and the granting or existence of any Liens on any Future Escrow Account or the Future Escrow Funds or pursuant to any Future Escrow Account Document, in each case, in favor of the applicable Future Escrow Agent (or its designee), (c) any transactions by and among the Borrower or one or more of its Subsidiaries, on the one hand, and any Future Escrow Subsidiary, on the other hand, in connection with transactions contemplated by any Future Escrow Debt Documents and (d) any Investment in a Future Escrow Subsidiary (it being understood that for so long as the applicable Future Escrow Funds remain in the Future Escrow Account and the corresponding Future Escrow Debt is solely the obligation of the Future Escrow Subsidiary, any such Future Escrow Debt shall not constitute Indebtedness and shall be disregarded when determining the amount of Aggregate Net Availability Debt).
Escrow Funding. At the Closing, Parent shall deposit ten percent (10%) of the Merger Consideration otherwise payable by Parent (such amount, together with any interest or other income earned on or from the amount deposited into escrow, the “Escrow Fund”) with The Bank of New York (“Escrow Agent”) out of the Per Share Merger Consideration otherwise payable to the Company Holders on a pro rata basis from each Company Holder based on the aggregate amount of Per Share Merger Consideration that each such Company Holder would otherwise be entitled to receive (prior to any Tax withholding by the Company) and shall be held and distributed in accordance with the Escrow Agreement.
Escrow Funding. The Non-STP Consideration (as defined in the Transaction Agreement) shall have been funded into escrow as contemplated by the Debt Financing Letter (as defined in the Transaction Agreement). The acceptance of the Loans on the Effective Date shall constitute a representation and warranty by the Borrower to the Agents and each of the Lenders that all the conditions specified in this Section 4 have been satisfied. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 4, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent.
Escrow Funding. Seller shall have provided Escrow Holder with irrevocable and unconditional written escrow instructions to deposit at Closing in the Blue Lustre Escrow from Seller's Closing Proceeds an amount equal to all of Blue Lustre's Lease Obligations as described in Paragraph 3.9.1 above.
Escrow Funding. Seller shall have provided Escrow Holder with irrevocable and unconditional written escrow instructions to deposit at Closing the Reserve Amount from Seller's Closing Proceeds.
