Common use of Receipt of Proceeds; Claims Escrow Account Clause in Contracts

Receipt of Proceeds; Claims Escrow Account. (a) If, at any time, a Proceeds Recipient receives any Proceeds resulting from a Subject Claim (“Claimholder Proceeds”), the Claimholder shall: (i) give immediate notice by email to the Funder of such receipt of Claimholder Proceeds, and all other material details related thereto; and (ii) deposit, or cause the Proceeds Recipient to deposit, the entire amount of the Claimholder Proceeds into the Escrow Account. The Claimholder shall ensure, and cause its Representatives to ensure, that all Claimholder Proceeds received by a Proceeds Recipient are as soon as practicable, but in any event within two (2) Business Days, deposited into the Escrow Account and not into any other account. (b) During the period of time between receipt of any Claimholder Proceeds and the deposit of the Claimholder Proceeds into the Escrow Account, the Proceeds Recipient will hold such Claimholder Proceeds in trust (or the local law equivalent where such Claimholder Proceeds are received) for the Parties. (c) If, at any time after the Effective Date the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized Internal Rate of Return (“IRR”) of fifty-percent (50%) retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the “Conversion Amount”). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within twenty-four (24) months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an annualized IRR of One Hundred percent (100%), retroactive to the conversion date (the “Penalty Interest Amount”). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder. (d) If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital (“Self-Funding”) (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount provided that this Section 7.1(d) shall not apply if after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. (e) In the event of any Receipt of Proceeds, the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled under Section 7.4 of this Agreement. Should the Claimholder cease the Subject Claim as described in Section 7.1(c) after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder in accordance with Section 7.1(c). The Funder’s rights to the Recovery Percentage (under Section 7.4) shall survive any decision by Claimholder to utilize Self-Funding.

Receipt of Proceeds; Claims Escrow Account. (a) If, at any time, a Proceeds Recipient receives any Proceeds resulting from a Subject Claim (“Claimholder Proceeds”), the Claimholder shall: (i) give immediate notice by email to the Funder of such receipt of Claimholder Proceeds, and all other material details related thereto; and (ii) deposit, or cause the Proceeds Recipient to deposit, the entire amount of the Claimholder Proceeds into the Escrow Account. The Claimholder shall ensure, and cause its Representatives to ensure, that all Claimholder Proceeds received by a Proceeds Recipient are as soon as practicable, but in any event within two (2) Business Days, deposited into the Escrow Account and not into any other account. (b) During the period of time between receipt of any Claimholder Proceeds and the deposit of the Claimholder Proceeds into the Escrow Account, the Proceeds Recipient will hold such Claimholder Proceeds in trust (or the local law equivalent where such Claimholder Proceeds are received) for the Parties. (c) If, at any time after the Initial Effective Date the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I andI, if Claimholder has exercised Phase II, Phase III and/or the corresponding option, the Tranche A Committed Amount and Tranche B Committed AmountArbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized Internal Rate of Return (“IRR”) of fifty-percent (50%) retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the “Conversion Amount”). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within twenty-four (24) months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an annualized IRR of One Hundred one hundred percent (100%), retroactive to the conversion date (the “Penalty Interest Amount”)of each Funding Request. The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation obligations to pay the Conversion Amount to the Funder. For the avoidance of doubt, if the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase I, Phase II, Phase III and/or the Arbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder and the terms of this Section 7.1(c) shall apply. (d) If, at any time after exercising its option to receive funds under either Tranche A Phase II or Tranche B of Phase IIIII, the Claimholder wishes to fund the Subject Claim with its own capital (“Self-Funding”) (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount Amount; provided that this Section 7.1(d) shall not apply if after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. (e) In the event of any Receipt of Proceeds, the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled under Section 7.4 of this Agreement. Should the Claimholder cease the Subject Claim as described in Section 7.1(c) after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder in accordance with Section 7.1(c). The Funder’s rights to the Recovery Percentage (under Section 7.4) shall survive any decision by Claimholder to utilize Self-Funding. (f) For the avoidance of doubt, notwithstanding any provision of this Agreement to the contrary, upon the grant of the Environmental Permit (at any time and for any reason whatsoever, whether in connection with a proceeding or otherwise, and whether or not any proceeding is dismissed, a cash award is granted along with the grant of the Environmental Permit, a cash award was granted to the Claimant previously, or any claim ceases to be prosecuted by the Claimant), all amounts funded under the Agreement shall be converted into a senior secured recourse claim of the Claimants in accordance with the provisions of Section 7.1(c) of this Agreement (including the provisions relating to IRR). However, the foregoing amount shall be reduced by the amount of cash Proceeds awarded to the Claimant that have been disbursed to the Funder pursuant to the Agreement. “Environmental Permit” means a permit (or comparable document or authorization) issued by a competent authority permitting the Claimholder to develop or otherwise exploit natural resources off the coast of Baja Sur, Mexico.

Receipt of Proceeds; Claims Escrow Account. (a) If, at any time, a Proceeds Recipient receives any Proceeds resulting from a Subject Claim (“Claimholder Proceeds”), the Claimholder shall: (i) give immediate notice by email to the Funder of such receipt of Claimholder Proceeds, and all other material details related thereto; and (ii) deposit, or cause the Proceeds Recipient to deposit, the entire amount of the Claimholder Proceeds into the Escrow Account. The Claimholder shall ensure, and cause its Representatives to ensure, that all Claimholder Proceeds received by a Proceeds Recipient are as soon as practicable, but in any event within two (2) Business Days, deposited into the Escrow Account and not into any other account. (b) During the period of time between receipt of any Claimholder Proceeds and the deposit of the Claimholder Proceeds into the Escrow Account, the Proceeds Recipient will hold such Claimholder Proceeds in trust (or the local law equivalent where such Claimholder Proceeds are received) for the Parties. (c) If, at any time after the Initial Effective Date the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I andI, if Claimholder has exercised Phase II, Phase III, Phase IV and/or the corresponding option, the Tranche A Committed Amount and Tranche B Committed AmountArbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized Internal Rate of Return (“IRR”) of fifty-percent (50%) retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the “Conversion Amount”). Such Conversion Amount and any and all accrued IRR shall be payable in-in full by the Claimholder within twenty-four (24) months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an annualized IRR of One Hundred one hundred percent (100%), retroactive to the conversion date (the “Penalty Interest Amount”)of each Funding Request. The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation obligations to pay the Conversion Amount to the Funder. For the avoidance of doubt, if the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase I, Phase II, Phase III, Phase IV and/or the Arbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder and the terms of this Section 7.1(c) shall apply. (d) If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, Phase III, or Phase IV, the Claimholder wishes to fund the Subject Claim with its own capital (“Self-Funding”) (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount Amount; provided that this Section 7.1(d) shall not apply if after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. (e) In the event of any Receipt receipt of Proceeds, the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled under Section 7.4 of this Agreement. Should the Claimholder cease the Subject Claim as described in Section 7.1(c) after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder in accordance with Section 7.1(c). The Funder’s rights to the Recovery Percentage (under Section 7.4) shall survive any decision by Claimholder to utilize Self-Funding. (f) For the avoidance of doubt, notwithstanding any provision of this Agreement to the contrary, upon the grant of the Environmental Permit (at any time and for any reason whatsoever, whether in connection with a proceeding or otherwise, and whether or not any proceeding is dismissed, a cash award is granted along with the grant of the Environmental Permit, a cash award was granted to the Claimant previously, or any claim ceases to be prosecuted by the Claimant), all amounts funded under the Agreement shall be converted into a senior secured recourse claim of the Claimants in accordance with the provisions of Section 7.1(c) of this Agreement (including the provisions relating to IRR). However, the foregoing amount shall be reduced by the amount of cash Proceeds awarded to the Claimant that have been disbursed to the Funder pursuant to the Agreement. “Environmental Permit” means a permit (or comparable document or authorization) issued by a competent authority permitting the Claimholder to develop or otherwise exploit natural resources off the coast of Baja Sur, Mexico.

Receipt of Proceeds; Claims Escrow Account. (a) If, at any time, a Proceeds Recipient receives any Proceeds resulting from a Subject Claim (“Claimholder Proceeds”), the Claimholder shall: (i) give immediate notice by email to the Funder of such receipt of Claimholder Proceeds, and all other material details related thereto; and (ii) deposit, or cause the Proceeds Recipient to deposit, the entire amount of the Claimholder Proceeds into the Escrow Account. The Claimholder shall ensure, and cause its Representatives to ensure, that all Claimholder Proceeds received by a Proceeds Recipient are as soon as practicable, but in any event within two (2) Business Days, deposited into the Escrow Account and not into any other account. (b) During the period of time between receipt of any Claimholder Proceeds and the deposit of the Claimholder Proceeds into the Escrow Account, the Proceeds Recipient will hold such Claimholder Proceeds in trust (or the local law equivalent where such Claimholder Proceeds are received) for the Parties. (c) If, at any time after the Initial Effective Date the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and under Phase II, the Tranche B Committed AmountAmount under Phase II, and/or the Arbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized Internal Rate of Return (“IRR”) of fifty-percent (50%) retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date Trigger Date A for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II and/or the Arbitration Support Funds, if the Claimholder has exercised the respective option (collectively, the “Conversion Amount”). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within twenty-four (24) months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an annualized IRR of One Hundred one hundred percent (100%), retroactive to the conversion date Trigger Date A (the “Penalty Interest AmountSubsequent IRR”). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation obligations to pay the Conversion Amount to the Funder. For the avoidance of doubt, if the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase I and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount, Tranche B Committed Amount or the Arbitration Support Funds, shall immediately convert to a senior secured liability of the Claimholder and the terms of this Section 7.1(c) shall apply. (d) If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital (“Self-Funding”) (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount Amount; provided that this Section 7.1(d) shall not apply if after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. (e) In the event of any Receipt of Proceeds, the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled under Section 7.4 of this Agreement. Should the Claimholder cease the Subject Claim as described in Section 7.1(c) after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder in accordance with Section 7.1(c). The Funder’s rights to the Recovery Percentage (under Section 7.4) shall survive any decision by Claimholder to utilize Self-Funding.