Common use of Payment Acknowledgement Clause in Contracts

Payment Acknowledgement. ‌ The Subscription Receipt Agent will acknowledge receipt from the Agent and/or from the Corporation’s legal counsel of funds by certified cheque, bank draft or wire transfer, in the aggregate amount of $⚫, being the amount equal to the Escrowed Subscription Funds ($⚫) and the Agent's Escrowed Amounts ($⚫), and confirms that such Escrowed Subscription Funds and Agent's Escrowed Amounts have been deposited together in a trust account (the “Escrow Account”) to be held and dealt with in accordance with this Agreement.‌ The Corporation hereby: (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the direction of the Corporation to the Agent and/or to the Corporation’s legal counsel (as applicable) represents payment in full by the Agent of the aggregate Subscription Price for ⚫ Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to hold such amounts received from the Agent and/or from the Corporation’s legal counsel in escrow in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver the Subscription Receipts in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, ⚫ Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. The Agent hereby irrevocably directs the Subscription Receipt Agent to retain the Agent’s Escrowed Amounts in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement.

Payment Acknowledgement. ‌ (a) The Subscription Receipt Agent will acknowledge hereby acknowledges receipt from the Agent and/or from Lead Underwriter, on behalf of the Corporation’s legal counsel Underwriters, of a wire transfer of funds by certified cheque, bank draft or wire transfer, in the aggregate amount of $⚫, being the amount equal to the Escrowed Subscription Funds ($⚫) and the Agent's Escrowed Amounts ($⚫), ● and confirms that such Escrowed Subscription Funds and Agent's Escrowed Amounts funds have been deposited together in a trust segregated account (in the name of the Corporation designated as “Escrow AccountGran Tierra Energy Inc. - Subscription Receipts”) to be held , or as otherwise directed by the Corporation in writing, and dealt with in accordance with this Agreement.‌ The Corporation hereby: (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the direction of the Corporation to the Agent and/or to the Corporation’s legal counsel (as applicable) represents payment in full by the Agent of the aggregate Subscription Price for ⚫ Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to hold will retain such amounts received from the Agent and/or from the Corporation’s legal counsel in escrow amount in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver the Subscription Receipts in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, ⚫ Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. The Agent hereby irrevocably directs the Subscription Receipt Agent to retain the Agent’s Escrowed Amounts in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement. (b) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Subsection 2.1(a) represents payment in full by the Underwriters of the aggregate Subscription Price for ● Subscription Receipts, net of the amount contemplated by Subsection 2.1(c)(ii); and (ii) irrevocably directs the Subscription Receipt Agent to retain the amount specified in Subsection 2.1(a) in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement. (c) On behalf of the Underwriters, the Lead Underwriter acknowledges: (i) receipt of one or more Global Subscription Receipts representing ● Subscription Receipts registered in the name of CDS (or its nominee)[; and (ii) satisfaction by the Corporation of its obligation to pay the first half of the Underwriters’ Fee payable to the Underwriters pursuant to the Underwriting Agreement].

Payment Acknowledgement. ‌ (1) The Subscription Receipt Agent will shall, in writing, promptly acknowledge receipt from the Agent and/or from the Corporation’s legal counsel Orion Subscriber of funds by certified chequewire transfer, bank draft in the aggregate amount of US$110,000,000, and shall confirm that such funds have been deposited in a segregated interest-bearing account with a US Approved Bank in the name of the Subscription Receipt Agent designated as “Computershare Trust Company of Canada as Subscription Receipt Agent for Stornoway Diamond Corporation USD Private Placement” (the “US Escrow Account”) or as otherwise directed by the Corporation (with the prior written consent of Orion), and will be invested in accordance with Article 4 hereof and paid in accordance with Article 3 hereof; (2) The Subscription Receipt Agent shall, in writing, promptly acknowledge receipt (i) from RQ of funds by wire transfer, in the aggregate amount of $⚫, being the amount equal to the Escrowed Subscription Funds ($⚫) and the Agent's Escrowed Amounts ($⚫)100,000,000, and confirms (ii) from CDPQ of funds by wire transfer, in the aggregate amount of $22,000,000, and shall confirm that such Escrowed Subscription Funds and Agent's Escrowed Amounts funds have been deposited together in a trust segregated interest-bearing account with a CDN Approved Bank in the name of the Subscription Receipt Agent designated as “Computershare Trust Company of Canada as Subscription Receipt Agent for Stornoway Diamond Corporation CDN Private Placement” (the “CDN Escrow Account”) to or as otherwise directed by the Corporation (with the prior written consent of RQ and CDPQ), and will be held and dealt with invested in accordance with this Agreement.‌ Article 4 hereof and paid in accordance with Article 3 hereof; (3) The Corporation hereby: (ia) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) Section 2.2(1), as evidenced by the receipt referred to in accordance with the direction of the Corporation to the Agent and/or to the Corporation’s legal counsel (as applicable) represents Section 2.2(1), represent payment in full by the Agent Orion Subscriber of the aggregate Subscription Price for ⚫ 171,254,203 Subscription Receipts; (b) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Section 2.2(2), as evidenced by the receipts referred to in Section 2.2(2), represent payment in full (i) by RQ of the aggregate Subscription Price for 142,857,142 Subscription Receipts, and (ii) by CDPQ of the aggregate Subscription Price for 31,428,571 Subscription Receipts; and (c) irrevocably directs the Subscription Receipt Agent to hold retain such amounts received from the Agent and/or from the Corporation’s legal counsel in escrow in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver the Subscription Receipts in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, ⚫ Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. The Agent hereby irrevocably directs the Subscription Receipt Agent to retain the Agent’s Escrowed Amounts in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement.

Payment Acknowledgement. ‌ (a) The Subscription Receipt Agent will acknowledge hereby: (i) acknowledges the receipt from the Agent and/or from the Corporation’s legal counsel of funds by certified cheque, bank draft or wire transfer, Canadian Proceeds in the aggregate amount of $⚫, being the amount equal to the Escrowed Subscription Funds 51,596,875 from Clarus; ($⚫ii) and the Agent's Escrowed Amounts ($⚫), and confirms that such Escrowed the Canadian Proceeds referred to in Section 2.2(a)(i) shall be immediately deposited by the Subscription Funds and Agent's Escrowed Amounts have been deposited together Receipt Agent in a one or more interest-bearing trust account (the “Escrow Account”) to be held and dealt with accounts in accordance with this Agreement.‌ Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1; and (iii) confirms that Subscription Receipt Certificates have been issued, in accordance with written directions of the Company, representing the Subscription Receipts created and issued pursuant to Section 2.1. (b) The Corporation U.S. Escrow Agent hereby: (i) acknowledges the receipt of U.S. Proceeds in the amount of $6,650,000; and (ii) confirms that the U.S. Proceeds referred to in Section 2.2(b)(i) shall be immediately deposited by the U.S. Escrow Agent in one or more interest-bearing trust accounts in accordance with Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1. (c) The Company hereby: (i) acknowledges that the amounts amount received by the Subscription Receipt Agent pursuant to Subsection 2.2(aSection 2.2(a)(i) in accordance with and the direction of amount received by the Corporation U.S. Escrow Agent pursuant to the Agent and/or to the Corporation’s legal counsel (as applicableSection 2.2(b)(i) represents represent payment in full by the Agent Agents of the aggregate Subscription Receipt Price for ⚫ an aggregate of 12,262,500 Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to hold such amounts received from retain the Canadian Proceeds and the U.S. Escrow Agent and/or from to retain the Corporation’s legal counsel in escrow U.S. Proceeds, each in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, immediately following concurrently with the execution and delivery of this Agreement, to certify certify, countersign and deliver the Subscription Receipts Receipt Certificates representing an aggregate of 12,262,500 Subscription Receipts, in accordance with a written direction directions from the Company. (d) The Agents hereby: (i) acknowledge receipt of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, ⚫ representing 12,262,500 Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. The Agent hereby Receipts; (ii) irrevocably directs direct the Subscription Receipt Agent to retain the Agent’s Escrowed Amounts total amount received by the Subscription Receipt Agent in respect of 10,862,500 Subscription Receipts in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement; and (iii) irrevocably direct the U.S. Escrow Agent to retain the total amount received by the U.S. Escrow Agent in respect of 1,400,000 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement.

Payment Acknowledgement. ‌ (a) The Subscription Receipt Agent will acknowledge hereby acknowledges receipt from the Agent and/or from Lead Underwriter, on behalf of the Corporation’s legal counsel Underwriters, of a wire transfer of funds by certified cheque, bank draft or wire transfer, in the aggregate amount of $⚫, being the amount equal to the Escrowed Subscription Funds ($⚫) and the Agent's Escrowed Amounts ($⚫), l and confirms that such Escrowed Subscription Funds and Agent's Escrowed Amounts funds have been deposited together in a trust segregated account (in the name of the Corporation designated as “Escrow AccountGran Tierra Energy Inc. - Subscription Receipts”) to be held , or as otherwise directed by the Corporation in writing, and dealt with in accordance with this Agreement.‌ The Corporation hereby: (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the direction of the Corporation to the Agent and/or to the Corporation’s legal counsel (as applicable) represents payment in full by the Agent of the aggregate Subscription Price for ⚫ Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to hold will retain such amounts received from the Agent and/or from the Corporation’s legal counsel in escrow amount in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver the Subscription Receipts in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, ⚫ Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. The Agent hereby irrevocably directs the Subscription Receipt Agent to retain the Agent’s Escrowed Amounts in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement. (b) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Subsection 2.1(a) represents payment in full by the Underwriters of the aggregate Subscription Price for l Subscription Receipts, net of the amount contemplated by Subsection 2.1(c)(ii); and (ii) irrevocably directs the Subscription Receipt Agent to retain the amount specified in Subsection 2.1(a) in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement. (c) On behalf of the Underwriters, the Lead Underwriter acknowledges: (i) receipt of one or more Global Subscription Receipts representing l Subscription Receipts registered in the name of CDS (or its nominee)[; and (ii) satisfaction by the Corporation of its obligation to pay the first half of the Underwriters’ Fee payable to the Underwriters pursuant to the Underwriting Agreement].