Escrow Debt means Indebtedness incurred in connection with any transaction permitted hereunder for so long as proceeds thereof have been deposited into an escrow account on customary terms to secure such Indebtedness pending the application of such proceeds to finance such transaction.
Escrow Debt means any Indebtedness of an Escrow Subsidiary (which may not be guaranteed or receive credit support from any Person other than an Escrow Subsidiary); provided that the net proceeds of such Indebtedness are deposited into an Escrow Account upon the issuance thereof.
Escrow Debt. Indebtedness permitted to be incurred hereunder that is incurred in connection with any transaction permitted hereunder for so long as proceeds thereof have been deposited into an escrow account on customary terms to secure such Indebtedness pending the application of such proceeds to finance such transaction.
Examples of Escrow Debt in a sentence
The Lenders, the Issuing Bank and their respective Affiliates hereby agree that none of the Administrative Agent, the Collateral Agent or any Affiliate thereof shall have any liability or obligation to the Lenders, in their capacities as such, with respect to any transactions contemplated by any Acquisition Debt Escrow Debt Documents.
Upon the successful issuance of this instrument, the Company shall retain the Escrow Debt Amount in the Escrow Account and grant Portal all rights and privileges necessary to manage said Escrow Account.
At any time between the one (1) year anniversary of the Effective Date but before the second (2nd) anniversary of the Effective Date, the Company may request that the Portal release the Escrow Debt Amount (as defined below) to the Company (the “Capital Call”).
The Company will be solely responsible for any fees associated with the maintenance of the Escrow Account or the transmission of funds – no maintenance or transmission fees due post the Effective Date will be paid out of the Escrow Account or reduce the Escrow Debt Amount.
Without limiting the generality of the foregoing, the provisions of this clause (b) shall not be construed to apply to any repayment of Escrow Debt made to the applicable Lenders that provided such Escrow Debt from the amounts held in the applicable escrow account, and such repaid amounts shall be made pro rata according to the respective outstanding principal amounts of the applicable Escrow Debt then held by the applicable Lender of such Escrow Debt.
More Definitions of Escrow Debt
Escrow Debt means Indebtedness (i) incurred in connection with any Investment permitted hereunder or Permitted Acquisition (in each case, other than in connection with a Limited Condition Acquisition) for so long as the proceeds thereof have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness to secure such Indebtedness pending the application of such proceeds to finance such Investment or refinancing of other Indebtedness permitted hereunder or (ii) to the extent funds or securities have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging or otherwise acquiring or retiring such Indebtedness in full; provided, however that in each case (x) for so long as such Indebtedness constitutes Escrow Debt, Consolidated Total Assets, Consolidated Net Income and EBITDA shall be calculated without giving pro forma effect to such Investment, Permitted Acquisition or other applicable transaction and (y) upon the release of the proceeds of such Escrow Debt from such escrow or other obligations or arrangements in full, to the extent such Indebtedness remains outstanding after such release, such Indebtedness shall constitute Indebtedness that is incurred on such date and any Liens in respect thereof shall constitute Liens incurred on such date. Any such cash so deposited, held in trust, in an escrow or other arrangement shall be deemed to be restricted cash for all purposes of this Agreement.
Escrow Debt means any Debt (including any Guaranteed Debt in respect thereof) of Holdings, any Loan Party and/or one or more Subsidiaries issued for purposes of financing the Acquisition, refinancing Debt of Holdings, Target or their subsidiaries in connection with the Acquisition, and paying related premiums,
Escrow Debt means Indebtedness (i) incurred in connection with any Investment permitted hereunder (other than in connection with a Limited Condition Transaction) for so long as the proceeds thereof have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness to secure such Indebtedness pending the application of such proceeds to finance such Investment or refinancing of other Indebtedness permitted hereunder or (ii) to the extent funds or securities have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging or otherwise acquiring or retiring such Indebtedness in full; provided, however that in each case (x) for so long as such Indebtedness constitutes Escrow Debt, Total Assets, Consolidated Net Income and EBITDA shall be calculated without giving pro forma effect to such Investment or other applicable transaction and (y) upon the release of the proceeds of such Escrow Debt from such escrow or other obligations or arrangements in full, to the extent such Indebtedness remains outstanding after such release, such Indebtedness shall constitute Indebtedness that is incurred on such date and any Liens in respect thereof shall constitute Liens incurred on such date. Any such cash so deposited, held in trust, in an escrow or other arrangement shall be deemed to be restricted cash for all purposes of this Indenture.
Escrow Debt. Indebtedness incurred, including, for the avoidance of doubt, by any Borrower, in connection with any transaction permitted hereunder for so long as proceeds thereof have been deposited into an escrow account on customary terms to secure such Indebtedness or other escrow arrangement satisfactory to the Administrative Agent pending the application of such proceeds to finance such transaction.
Escrow Debt means any Debt or Indebtedness (including any Guaranty Obligations in respect thereof) of the Parent, any Credit Party and/or one or more Subsidiaries issued for purposes of financing the Acquisition, refinancing Debt or Indebtedness of the Parent, Family Dollar or their subsidiaries in connection with the Acquisition, and paying related premiums, fees and expenses; provided, that such Debt or Indebtedness will only be “Escrow Debt” to the extent that (a) the cash proceeds thereof (together with (i) an additional amount sufficient to fund any special mandatory redemption or repayment premium required to be paid if such Debt or Indebtedness is redeemed or repaid because the Acquisition does not close by the End Date (as defined in the Merger Agreement) and (ii) an additional amount equal to any accrued but unpaid interest on such Debt or Indebtedness as of any applicable date of determination) are on deposit with a third-party escrow agent that is a bank or trust company of nationally recognized standing (the “escrow agent”) under arrangements pursuant to which such proceeds will only be released (i) to the Parent, any Credit Party and/or one or more Subsidiaries upon the satisfaction of specified conditions in connection with the closing of the Acquisition or (ii) to fund the payment of interest on or the redemption or repayment of such Debt or Indebtedness pursuant to the terms thereof and (b) no principal payments are required in respect of such Debt or Indebtedness prior to the closing of the Acquisition except to the extent funded from amounts on deposit with the escrow agent, provided, further, that from and after the release of the cash proceeds of such Debt or Indebtedness by the escrow agent, such Debt or Indebtedness shall cease to constitute “Escrow Debt” hereunder.
Escrow Debt means Debt of the Issuer that is not secured by any Lien on any assets, property or Capital Stock owned by the Issuer or any of its Subsidiaries, the proceeds of which Debt are used solely for deposit (or the purchase of U.S. Government Obligations to be deposited) with the Escrow Agent in an amount not to exceed the amount necessary, together with the net proceeds to the Issuer of the issuance of the Initial Securities, to enable the Issuer to make the Initial Deposit (as defined in the Escrow Agreement).
Escrow Debt means, as of any date, any Debt of an Escrow Issuer as to which neither Obligor, nor any of their respective Subsidiaries (other than the Escrow Issuer), has any liability for any payment and which is issued for purposes of financing the Acquisition, refinancing Debt of the Parent, Family Dollar or their subsidiaries in connection with the Acquisition, and paying related premiums, fees and expenses; provided, that such Debt will only be “Escrow Debt” to the extent that all cash proceeds thereof (together with (i) an additional amount sufficient to fund any special mandatory redemption or repayment premium (collectively, “Redemption Premium”) required to be paid if such Debt is redeemed or repaid on or prior to the End Date and (ii) an additional amount at least equal to all accrued but unpaid interest on such Debt to but not including such date (such proceeds and the sum of the foregoing subclauses (i) and (ii), together with any earnings from the investment thereof, being referred to, collectively, as the “Escrow Amount”)) are, at all times from the date of incurrence of such Debt, on deposit in one or more accounts (the “Escrow Accounts”) each with a third-party escrow agent (the “Escrow Agent”) that is a bank or trust company of nationally recognized standing organized under the laws of the United States or any state thereof and having a combined capital and surplus of at least $1,000,000,000 (A) under arrangements pursuant to which the holders of the Escrow Debt or their representatives shall at all times have a perfected security interest in all the Escrow Issuer’s right, title and interest in the applicable Escrow Account and all cash, securities and other property held therein and (B) pursuant to one or more contracts (each, an “Escrow Agreement”), in form and substance reasonably satisfactory to the Required Holders (it being understood and agreed that the forms of Escrow Agreement attached to the First Amendment hereto as Exhibits D-1 and D-2 are in form and substance reasonably satisfactory to the Required Holders if used in connection with the Acquisition), among the Escrow Agent and the applicable Escrow Issuer and the holders of the applicable Escrow Debt or their representatives providing that the Escrow Amount will only be released from the applicable Escrow Account: