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.
(b) Notwithstanding anything to the contrary herein, upon an Escrow Funding Event, (i) the conditions set forth in Section 4.2(f) and (g) (the “Acquisition Conditions”) shall not be a condition to the Escrow Funding, (ii) the Borrower shall use commercially reasonable efforts to promptly satisfy the Acquisition Conditions and (iii) the release from escrow of the proceeds of any Escrow Funding shall remain subject to the Acquisition Conditions. For the avoidance of doubt, the “2016 Incremental Funding Date” shall be the date on which all of the conditions set forth in Section 4, including the Acquisition Conditions, are satisfied.
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.
ii. With respect to the next six (6) Units to be Delivered after Final Acceptance of the initial two (2) Units, upon Delivery of a set of two (2) Units (including the first set of two (2) Units) by the Manufacturer to Hydrozonix, Hydrozonix shall deposit in escrow at SunTrust Bank in West Palm Beach, Florida the sum of █████████████████████████ per Unit █████████████████████████████ in the aggregate). Thereafter, every thirty (30) days Hydrozonix shall deposit into such escrow account an additional amount per Unit equal to (I) one-third multiplied by (II) the difference between the Purchase Price for such Unit minus the Manufacturing Fee minus the Sub-license Fee minus █████████████████████████, until the entire Purchase Price (minus the Manufacturing Fee and Sub-license Fee) for each such Unit has been deposited into escrow. With respect to all Units after such six (6) Units, until the parties mutually agree to cease using the escrow account, Hydrozonix shall deposit funds into the escrow account in the same manner as in Section 5.a. above, except that the ██████████████████████████ to be deposited per Unit shall be adjusted proportionately based on the ratio of (x) the Purchase Price of such Unit to (y) █████████████████████████████████. Upon the completion of manufacturing and Delivery of each such Unit, Hydrozonix shall pay to the Licensee the Sub-license Fee and one-third of the Manufacturing Fee and to the Manufacturer (on behalf of the Licensee) two-thirds of the Manufacturing Fee, in each case with respect to each such Unit in im...
Escrow Funding. Any Indebtedness permitted to be incurred under this Agreement (including any Incremental Facilities) may be incurred, at the option of the Borrower, by a newly created and newly designated Unrestricted Subsidiary (an “Unrestricted Escrow Subsidiary”) (i) with no assets other than the cash proceeds of such incurred Indebtedness any Cash and Cash Equivalents contributed to such Unrestricted Escrow Subsidiary as deposit of interest expenses and fees, additional cash collateral or for other purposes and/or (ii) which receives committed financing, and such Unrestricted Escrow Subsidiary shall, in each case, be subject to passivity restrictions reasonably satisfactory to the Administrative Agent. Such Unrestricted Escrow Subsidiary shall be permitted to merge with and into any Borrower or any of the Restricted Subsidiaries with such Borrower or such Restricted Subsidiary surviving the merger and assuming all obligations of the Unrestricted Escrow Subsidiary. So long as such Indebtedness would have been permitted to be incurred directly by any Borrower or any Restricted Subsidiary upon the incurrence of such Indebtedness by the Unrestricted Escrow Subsidiary in the case of clause (i) or upon the receipt of the applicable committed financing in the case of clause (ii) or, at the option of the Borrower, upon the merger of such Unrestricted Escrow Subsidiary with any Borrower or any Restricted Subsidiary, the assumption of such Indebtedness by the applicable Borrower and the applicable Restricted Subsidiary shall be deemed to be permitted under Section 6.01 at such time and such merger shall be deemed to be permitted under Section 6.07, regardless of whether or not any Default or Event of Default shall have occurred and be continuing at such time.
Escrow Funding. (a) On the Escrow Funding Date, upon the terms and subject to the conditions of this Agreement, the Purchaser shall deliver to the Escrow Agent an amount equal to the Purchase Price, to be held by the Escrow Agent pursuant to the Escrow Agreement. The Escrow Agent shall hold such funds in escrow until such time that the Escrow Agent is required or permitted to disburse such funds in accordance with the Escrow Agreement.
(b) As provided in the Escrow Agreement, if on or before the date that is 120 days after the Escrow Funding Date the Stockholder Approval Condition and the other conditions precedent to the obligation of the Purchaser to purchase the Note and the Warrant on the Closing Date set forth in the Transaction Documents are not satisfied or waived by the Purchaser, then after the date that is 120 days after the Escrow Funding Date the Purchaser shall have the right to instruct the Escrow Agent to release all escrowed funds held under the Escrow Agreement to the Purchaser, in which case the Purchaser shall have no further obligation to purchase the Note and the Warrant.
(c) From the Escrow Funding Date until the earlier of (1) the date the Purchaser instructs the Escrow Agent to release all escrowed funds to the Purchaser and (2) the Closing Date, the Company shall pay interest to the Purchaser on the amount of the Purchase Price at the rate of 10% per annum as compensation for the Purchaser's commitment under this Agreement. Such interest shall be payable by the Company on the last day of each calendar month and on the earlier of the dates referred to in the preceding clauses (1) and (2) of this Section 2.2(c).
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. 12 SECTION 2.04. Release of Escrowed Funds and Securities...................................................................... 13 ARTICLE III Representations and Warranties of the Company
Escrow Funding. 50 ARTICLE X INDEMNIFICATION........................................................................................... 51
Escrow Funding. 6 2.3 Closing................................................................................6
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.
