Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:
(a) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple times.
(b) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V.
(c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. ...
Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:
Distribution of Escrow Property. Subject to Section 1.03(e), the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:
(a) The Escrow Agent will only release the Escrow Property (or cause the Escrow Property to be released) as specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above).
(b) Promptly upon receipt of an Officer’s Certificate substantially in the form attached hereto as Exhibit A (the “Officer’s Certificate”) from the Grantor, the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof.
(c) If the Officer’s Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent on or before March 31, 2014 (the “Outside Date”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows:
(i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Redemption Total Amount for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and
(ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(c), by wire transfer of immediatel...
Distribution of Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner:
(a) if at any time prior to the 60th day following the Closing Date, as may be extended for an additional 30 days on one occasion pursuant to the Indenture (the “Escrow End Date”), the Escrow Agent receives an Officer’s Certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is released pursuant to the Release Notice (as defined below), executed by an Authorized Person of the Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officer’s Certificate”), and a written notice substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company (a “Release Notice”), the Escrow Agent shall on the same Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on that same Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company; or
(b) if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Escrow Company (or an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3(e)(iv) hereof) setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company.
Distribution of Escrow Property. Escrow Agent shall hold and distribute the Escrow Property in the following manner:
(i) following delivery to the Escrow Agent of a power of attorney in form and substance satisfactory to the Escrow Agent, duly executed by each of the Plaintiffs, appointing Xxxxxxx Xxxxxxx LLP as their attorney-in-fact for purposes of this Escrow Agreement, the Escrow Agent shall distribute the Escrow Property as directed in any written request executed by both the Depositor and Xxxxxxx Xxxxxxx LLP;
(ii) upon receipt of a written statement from the Depositor, substantially in the form of Exhibit A attached hereto, certifying that (a) the Court entered a judgment in the Case in favor of the Depositor or dismissed the complaint therein with prejudice and (b) to the best of its knowledge, no stay of that judgment is in effect, the Escrow Agent shall distribute the Escrow Property to the Depositor;
(iii) upon receipt of a written statement from the Depositor, substantially in the form of Exhibit B attached hereto, certifying that (a) the Court entered a judgment in the Case in favor of the plaintiffs in the amount of $ , (b) the amount of the Escrow Property exceeds the amount of such judgment and (c) to the best of its knowledge, no stay of that judgment is in effect, the Escrow Agent shall distribute that portion of the Escrow Property equal to such excess to the Depositor and shall distribute the remainder of the Escrow Property in accordance with Section 2(i) or Section 2(iv) as applicable; and
(iv) the Escrow Agent shall distribute the Escrow Property as may otherwise be directed by the Court.
Distribution of Escrow Property. The Escrow Agent shall disburse the Escrow Property as follows: (i) upon receipt of a joint written instruction letter to the Escrow Agent from the Investor Agent and the Company, the Escrow Agent shall promptly disburse the Escrow Property in accordance with the instructions set forth in such letter, or (ii) upon receipt of evidence of the entry of a nonappealable order of a court of competent jurisdiction requiring the Escrow Agent to release such Escrow Property from the Escrow Account, the Escrow Agent shall release such Escrow Property in accordance with such order.
Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until written instructed hereunder to deliver the Escrow Property or any specified portion thereof in accordance with a written release notice signed jointly by an Authorized Person of the Company and Dalmore in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company. If the Escrow Property is disbursed in accordance with a court order, the Company and Dalmore shall jointly represent to the Escrow Agent that such court order is final and non-appealable.
Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until notified in writing to disburse the Escrow Property or any specified portion thereof solely in accordance with this Section 5. Whenever this Section 5 requires disbursement, the Escrow Agent shall disburse the appropriate amount of Escrow Property to the appropriate party by wire transfer of immediately available funds. Any recipient of a transfer of Escrow Property shall be responsible for providing written wiring instructions to Escrow Agent. Instructions regarding disbursement of any Escrow Property received after 11:00 a.m. (Central Time) will be treated as if received on the following Business Day. The Escrow Agent shall disburse Escrow Property only upon the occurrence of the following:
Distribution of Escrow Property. The Escrow Agent is directed to hold and only distribute the Escrow Property in the following manner:
Distribution of Escrow Property. (a) The Escrow Agent shall hold the Escrow Property in its possession until instructed hereunder to deliver the Escrow Property or any specified portion thereof in accordance with a written release notice signed jointly by an Authorized Person of the Company and an Authorized Person of the Investor. If the Escrow Property is disbursed in accordance with a court order, the Company and the Investor shall jointly represent to the Escrow Agent that such court order is final and non-appealable.
(b) Upon receipt of a joint written notice signed by both the Company and the Investor the Escrow Agent shall, out of the amounts theretofore deposited in the Escrow Fund and all interest on such amounts from the date of deposit in the Escrow Fund, make the payments in the amounts and to the payees designated in such notice, as the Company and the Investor may specify in such notice.
