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.
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Escrow Notes. Section 2.6 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.
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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
Sample 1
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.
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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
Sample 1
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.
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Related to Escrow Notes

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Existing Notes The term “

  • Replacement Debentures If (a) any mutilated Debenture is surrendered to the Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debenture, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Debenture has been acquired by a bona fide purchaser, the Company shall execute in exchange for any such mutilated Debenture or in lieu of any such destroyed, lost or stolen Debenture, a new Debenture of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, and the Trustee shall authenticate and make such new Debenture available for delivery. In case any such mutilated, destroyed, lost or stolen Debenture has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Debenture, pay or purchase such Debenture, as the case may be. Upon the issuance of any new Debentures under this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. Every new Debenture issued pursuant to this Section 2.09 in lieu of any mutilated, destroyed, lost or stolen Debenture shall constitute an original additional contractual obligation of the Company (whether or not the mutilated, destroyed, lost or stolen Debenture shall be at any time enforceable) and shall be entitled to all benefits of this Indenture equally and ratably with any and all other Debentures duly issued hereunder. The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debentures.

  • Mandatory Redemptions of Equipment Notes On the date on which the Owner is required pursuant to Section 4.05 hereof to make payment for an Event of Loss with respect to the Airframe, all of the Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid Original Amount thereof, together with all accrued interest thereon to the date of redemption and all other Secured Obligations (other than Related Secured Obligations) owed or then due and payable to the Note Holders but without Make-Whole Amount.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Replacement Notes If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

  • Intercompany Notes The intercompany notes identified in Annex 6 constitute all of the outstanding intercompany notes payable to Obligor.

  • Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

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