Asset Sale Escrow Account definition

Asset Sale Escrow Account means a Deposit Account in the name of the Parent Borrower subject to a blocked Control Agreement in favor of the Administrative Agent, on behalf of the Secured Parties, in which the proceeds of Asset Sales shall be deposited in accordance with Section 2.09.
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Asset Sale Escrow Account shall have the meaning provided in Section 4.02(A)(c).
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Asset Sale Escrow Account an escrow account with Bank of America, N.A. (or an affiliate thereof), as escrow agent for the benefit of the Secured Parties (the “Escrow Agent”), subject to a first priority Lien in favor of the Administrative Agent and subject to an escrow agreement, in form and substance reasonably satisfactory to the Administrative Agent and will in any event require that the proceeds deposited therein (1) shall only be permitted to be released (other than any release in connection with a prepayment of Term Loans) upon (i) advance written notice to the Escrow Agent, (ii) there being no existing and continuing Event of Default and (iii) receipt by the Escrow Agent and the Administrative Agent for distribution to the Lenders of a certificate of a Responsible Officer of the Borrower (x) if such release is requested to be used for the purposes permitted under clause (2)(i) below, stating that the Intrawest Group Members are in Pro Forma Compliance, after giving effect to the use of proceeds of any released Net Cash Proceeds, with the Asset Sale Release Level and (y) if such release is requested to be used for the purposes permitted under clause (2)(i) or (2)(ii) below, containing a reasonably detailed calculation of the Total Gross Debt Leverage Ratio at such time, and (2) shall only be permitted to be used for (i) to the extent the Asset Sale Release Level is met at the time of such release and after giving effect to the use of proceeds thereof on a Pro Forma Basis, Investments, Capital Expenditures and Restricted Payments otherwise permitted to be made at such time pursuant to the terms of the Credit Agreement or otherwise to acquire assets useful in the business of the Borrower and its Subsidiaries, (ii) Permitted Acquisitions for which the Consolidated EBITDA of the Intrawest Group Members measured on a Pro Forma Basis is not decreased as a result of the consummation of such Permitted Acquisition and/or (iii) prepayments of Term Loans.
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Examples of Asset Sale Escrow Account in a sentence

  • Notwithstanding anything to the contrary herein, Net Proceeds of any Asset Sale held in the Asset Sale Escrow Account may be used solely, (i) prior to the occurrence of the Conversion Date, to prepay the Loan Document Obligations (including, for the avoidance of doubt, the Redemption Premium) in full in cash (including, for the avoidance of doubt, on the Maturity Date) and (ii) upon the occurrence of the Conversion Date, as directed by the Borrowers.

  • Asset Sale Escrow Account means an escrow or other account listed on Schedule1.15 of this Plan, established for the benefit of the Subsidiaries in connection with the sale of Assets of LFG or a subsidiary thereof and funded with the net proceeds of such sale.

  • Asset Sale Escrow Account means an escrow or other account listed on Schedule 1.14 of this Plan, established for the benefit of the Subsidiaries in connection with the sale of Assets of LFG or a subsidiary thereof and funded with the net proceeds of such sale.


More Definitions of Asset Sale Escrow Account

Asset Sale Escrow Account means an escrow or other account listed on Schedule 1.15 of this Plan, established for the benefit of the Subsidiaries in connection with the sale of Assets of LFG or a subsidiary thereof and funded with the net proceeds of such sale.
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Related to Asset Sale Escrow Account

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Asset Sale Proceeds Account means one or more deposit accounts or securities accounts holding only the proceeds of any sale or disposition of any Notes Collateral.

  • Escrowed Proceeds means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Collection Account means the account designated as such, established and maintained pursuant to Section 5.1.

  • Loss Proceeds Account has the meaning set forth in Section 3.3(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Escrow Cash is defined in Section 4.1(a).

  • Acquisition Fund means any company formed with the intent to offer securities to the public and use the proceeds to consummate one or more Business Combinations which are unspecified at the time of the securities offering.

  • Cash Reserve Account means an Eligible Deposit Account established in the name of the Trust and designated as the Cash Reserve Account for the purposes hereof, the balance of which shall be subject to the control of the Trust for the benefit of the Trust and the Seller and applied in accordance with the terms hereof, which account shall bear interest and shall initially be account number [*], maintained at [*];

  • Collateral Proceeds Account a non-interest bearing cash collateral account established and maintained by the relevant Grantor at an office of the Collateral Account Bank in the name, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties.

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Replacement Reserve Account shall have the meaning set forth in Section 7.3.1 hereof.

  • Working Capital Escrow Amount means $2,000,000.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • FF&E Reserve Account shall have the meaning set forth in Section 7.3 hereof.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.