Escrow Release Date. (i) The L/C Issuers, the Term A Lenders and the Revolving Lenders shall not be obligated to make their respective Credit Extensions on the Escrow Release Date, (ii) the Borrower agrees that it shall not direct the Escrow Agent to release the Escrow Account Funds and (iii) the Escrow Release Date shall not occur, until:
(a) subject in all respects to the final paragraph of this Section 3.3 and the relevant provisions of Section 6.24 of the Original Loan Agreement, the Administrative Agent shall have received each of the following, each of which shall be originals or facsimiles (or delivered by other electronic transmission, including pdf) unless otherwise specified:
(i) copies of the certificate of formation, certificate of incorporation, certificate of organization, operating agreement, articles of incorporation, memorandum and articles of association and bylaws, as applicable (or comparable organizational documents) of each Loan Party and any amendments thereto, certified in each instance by its Director, Secretary, Assistant Secretary or Chief Financial Officer and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;
(ii) copies of resolutions of the board of directors, manager or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified as of the Escrow Release Date in each instance by its Director, Secretary, Assistant Secretary or Chief Financial Officer as being in full force and effect without modification or amendment;
(iii) copies of the certificates of good standing (if available) for each Loan Party from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable;
(iv) the results of a recent Lien search with respect to each Grantor to the extent customary in the applicable jurisdiction and reasonably requested by the Administrative Agent with respect to the Grantors;
(A) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Loan Parties and (B) favorable written opinions (addressed to the Administrative Agent and the Lenders) of each of Young Xxxxxxx Stargatt...
Escrow Release Date. Qualifying Subscriptions" as used herein shall mean all subscriptions that have been received and accepted by the Corporation, including, but not limited to, subscriptions received and accepted from persons who have loaned money to the Corporation (the "Lenders") and who, pursuant to their agreement with the Corporation, have elected to seek payment of their loans through the issuance in the Offering to them of shares of Common Stock valued at $10.00 per share. If, at any time prior to the termination of the Escrow Period, the Corporation has received Qualifying Subscriptions for at least $2,400,000 in shares of Common Stock and the other condition of the Offering as described in the Prospectus has been satisfied, then the Corporation shall notify the Escrow Agent and by instructions (which may accompany such notice or be provided subsequently) given at least two (2) business days in advance of the date on which the Corporation intends to obtain a release of funds from the Escrow Account (the "Escrow Release Date"), shall specify the Escrow Release Date (which must be not more than ten (10) days after the termination of the Escrow Period), the amount of Qualifying Subscriptions accepted by the Corporation as of the Escrow Release Date and the identity of the subscribers whose subscriptions have been accepted as of the Escrow Release Date (the "Escrow Closing Notice"). On the Escrow Release Date, the Escrow Agent, upon receipt of a certificate from the Corporation certifying that all conditions of the Offering as set forth in the Prospectus have been met, including acceptance of Qualifying Subscriptions for at least $2,400,000 in shares of Common Stock, shall pay to the Corporation the amounts specified in the Escrow Closing Notice, and shall additionally pay to the Corporation the interest earned on such amount. The Escrow Agent shall pay the Corporation in the form of the Escrow Agent's check payable in New York Clearing House Funds or a wire transfer directly to a non-escrow deposit account (the "Deposit Account") established by the Corporation at the Escrow Agent.
Escrow Release Date. As promptly as possible following ------------------- the Escrow Release Date, but in no event later than five (5) Business Days following the Escrow Release Date, NII and the Shareholder shall deliver to the Escrow Agent a Release Certificate providing delivery instructions to be followed by the Escrow Agent in paying out or retaining the Escrow Fund, as the case may be, as follows: (i) withhold funds in the Escrow Fund in sufficient amount, or to the extent funds are available therefor, to satisfy the maximum amount of Damages estimated by NII in the Release Certificate relating to any and all Claims pending as of the Escrow Release Date (which estimate shall be made in good faith by NII); and (ii) distribute any funds remaining after the allocations and distributions provided for in clause (i) to the Shareholder.
Escrow Release Date. On the date one day after the date that is twenty-four (24) months following the Closing Date (such date, the “Escrow Release Date”), the Escrow Agent shall disburse to the Seller the amounts remaining in the Escrow Account, including any interest earned on the Escrow Amount, subject to any claim notice pursuant to Section 10.4 delivered to the Seller prior to 5:00 P.M. Eastern Standard Time on the Escrow Release Date (and any subsequent resolution of any disputes as provided in Section 10).
Escrow Release Date. The "Final Escrow Release Date" shall be July 31, 2011. The Final Escrow Release Date may be extended or shortened by a notice signed by Licensees Representatives and Clearwire and delivered to Escrow Agent in accordance with Section 4.1 hereof.
Escrow Release Date. Upon the redemption of the Existing Securitization Notes, the discharge of the Existing Securitization Indenture and the effectiveness of the Guarantor Charter Amendments on the Escrow Release Date, the representations and warranties that will be made by Holdings, DBI (as the Borrower) and its Subsidiaries contained in this
Escrow Release Date. On January 3, 2012 (the “Escrow Property Release Date”), the Escrow Agent shall release the Escrow Property to the Seller. The release of the Escrow Property to Seller on the Escrow Property Release Date shall constitute full and timely payment (1) by the Purchaser to the Seller of the Purchase Price in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets and the Participations Purchase Price in respect of the Participations to be purchased by the Purchaser pursuant to Sections 2.01(c) and (d) and (2) by the Seller in respect of the Transfer Fees in respect the Group 3 Assets and the Group 5 Assets. Notwithstanding the Escrow Property Release Date, the Parties acknowledge and agree that the sale of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets as described in the related Xxxx of Sale and Assignment Agreement shall be effective as of the related Closing Date. In the event the related Closing Date in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8 Assets has not occurred on or prior to the Escrow Property Release Date due to the nonsatisfaction of a condition set forth in Section 2.08, the Seller and the Purchaser shall direct the Escrow Agent to release the applicable portion of the Escrow Property to the Purchaser on the Business Day following the Escrow Property Release Date.
Escrow Release Date. 1.4 On the fifth (5th) Business Day after the date on which any adjustment to the Consideration required to be paid under clause 3.12 has been paid (the “First Escrow Release Date”):
(a) if the sum of (a) the Escrow Amount as at the First Escrow Release Date less (b) the amount of all Outstanding Claims (as defined below) as at the First Escrow Release Date exceeds $37,500,000 (the difference being the “First Escrow Release Date Amount”), then:
(i) the Escrow Amount shall be reduced to $37,500,000; and
(ii) the First Escrow Release Date Amount shall be released to the Sellers; and
(b) if the sum of (a) the Escrow Amount as at the First Escrow Release Date less (b) the amount of all Outstanding Claims (as defined below) as at the First Escrow Release Date is equal to or less than $37,500,000, then the Escrow Amount shall not be reduced pursuant to paragraph 1.4(a)(i) above and no amounts shall be released to the Sellers under paragraph 1.4(a)(ii) above.
1.5 For the purposes of paragraph 1.4 above, an “Outstanding Claim” means a claim by a Buyer under this Agreement or by a member of the Buyer’s Group under the InfraCo MSA for which, once determined, a Seller may be liable under this Agreement or the InfraCo MSA and which is outstanding.
Escrow Release Date. On the Escrow Release Date, the Company shall cause to be delivered to the Initial Purchasers, (i) the Escrowed Purchasers’ Commission, (ii) a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company or other officers or authorized persons reasonably satisfactory to the Representative, dated as of the Escrow Release Date, certifying that the conditions to release the funds from the Escrow Account have been or, substantially concurrently with the release of the funds, will be satisfied and (iii) such other information and documents as may be contemplated by the terms of the Escrow Agreement. In addition, on the Escrow Release Date, (1) the Acquisition shall have been consummated in a manner consistent in all material respects with the description thereof in the Final Offering Memorandum and (2) the New Credit Facilities shall have been entered into and the Company shall have made borrowings thereunder as described in the Final Offering Memorandum.
Escrow Release Date. 5.1 Subject to the requirements set forth in this Agreement, the Escrow Fund shall remain in existence immediately following the Closing Time and shall terminate at 5:00 p.m. on the last Escrow Release Date.
5.2 If on the final scheduled Escrow Release Date there shall remain any unresolved Claims represented by any Escrow Claim Certificates which have been delivered where no corresponding Confirmation Certificate or Arbitration Decision has been delivered or is deemed to have been delivered, that Escrow Release Date shall be extended as required until the date of delivery or deemed delivery of such Confirmation Certificate or Arbitration Decision and any payment required thereunder to the Purchaser, the Company or SFBC has been made; provided, however, that no new Escrow Claim Certificate shall be delivered by the Purchaser following the final scheduled Escrow Release Date.
