Escrow Proceeds definition

Escrow Proceeds shall include any interest earned on the amounts held in escrow.

Escrow Proceeds means the proceeds from the Closing Date Term Loans paid into the Escrow Account with the Escrow Agent on the Closing Date and any other amounts paid (or caused to be paid) by the Borrower into such Escrow Account. The term “Escrow Proceeds” shall include any interest earned on the amounts held in escrow.

Escrow Proceeds means cash amounts received by any Group Company under the Escrow Agreement or any other escrow agreements entered into under the Merger Agreement; provided, however, that Escrow Proceeds shall not include such cash amounts relating to (i) indemnification of amounts actually paid by any Group Company to persons other than any Group Company or (ii) working capital adjustments.

Examples of Escrow Proceeds in a sentence

• The Employee hereby acknowledges that the Escrow Proceeds will be placed in an escrow account (the “Escrow Account”).

• Within five (5) Business Days following the Purchaser's receipt of the Escrow Proceeds, the Seller and the Purchaser shall resolve any discrepancies between the Seller's accounting statement and the Purchaser's reconciliation with respect thereto.

• No later than five Business Days following the receipt of any Escrow Proceeds, Borrower shall apply an amount equal to 100% of such Escrow Proceeds to make prepayments in accordance with Sections 2.10(i) and (j).

• Concurrently with the release of the amounts necessary to fund the Special Mandatory Redemption to the Paying Agent, the Escrow Agent will release any excess of Escrow Proceeds over the mandatory redemption price to the Issuers (less any amounts owing to the Escrow Agent), and the Issuers will be permitted to use such excess Escrow Proceeds refunded to them at their discretion.

• The Notes will be subject to a mandatory redemption (a “Special Mandatory Redemption”) in the event that either (i) the Escrow Proceeds have not been released to Opco for distribution in accordance with the terms and conditions of the Escrow Agreement (the “Release Date”) on or before the Escrow End Date or (ii) prior to the Escrow End Date, the Issuers have determined, in their reasonable discretion, that the escrow conditions cannot be satisfied by such date (any such date, a “Trigger Date”).

More Definitions of Escrow Proceeds

Escrow Proceeds means an amount sufficient to redeem, for cash, the Notes at a redemption price equal to the offering price to the public of the Notes offered on the Issue Date, together with accrued and unpaid interest on the Notes, in each case, from the Issue Date up to but not including the date of the Special Mandatory Redemption.

Escrow Proceeds as defined in the Escrow Agreement.

Escrow Proceeds means collectively the Gross Proceeds from the issuance and sale of the Initial Notes and sufficient Government Obligations, Cash Equivalents (solely with respect to instruments or investments satisfying clause (1), (2), (3) or (4) of the definition thereof herein, and in each case, maturing no later than the Escrow End Date, and with respect to clause (3) thereof, with a bank or trust company having capital, surplus and undivided profits aggregating in excess of $500 million) and other Escrow Investments, in an amount sufficient to redeem, for cash, the Notes at a redemption price equal to the sum of 100% of the Gross Proceeds plus the applicable Specified Premium of the principal amount of the Notes offered on the Issue Date, together with accrued and unpaid interest on the Notes from the Issue Date up to but not including the date of the Special Mandatory Redemption.

Escrow Proceeds shall have the meaning set forth in Section 2.13(c).

Escrow Proceeds means the Term Loans funded pursuant to Section 2.2(i) in an aggregate principal amount equal to $1,620,000,000 held in escrow pursuant to the terms of an Escrow Agreement.

Escrow Proceeds means 98% of the Net Proceeds, which will be placed in escrow with The Bank of New York Mellon, as escrow agent, solely for use in connection with Permitted Investments. For purposes of this Agreement, “PI Transaction Value” means, without duplication, the sum of (i) the cost of such Permitted Investment, whether consummated or subject to definitive documentation pursuant to which the Company provides a commitment of capital to consummate such Permitted Investment; (ii) the amount of debt which is senior in the capital structure to, or pari passu with, each Permitted Investment (such as, in the event the Company makes a mezzanine loan to a hotel owner, the amount of any mortgage loan encumbering the hotel), only to the extent such Permitted Investment, after consultation with third party accountants, would reasonably be expected to be required to be consolidated on the Company’s balance sheet pursuant to U.S. generally accepted accounting principles (“GAAP”); (iii) any equity with a liquidation preference which is senior to, or pari passu with, each Permitted Investment (such as, in the event the Company purchases common equity in an entity that owns hotel properties, any outstanding preferred equity issued by such entity which has a liquidation preference senior in priority to the Company’s investment), only to the extent such Permitted Investment, after consultation with third party accountants, would reasonably be expected to be required to be consolidated on the Company’s balance sheet pursuant to GAAP; (iv) estimated closing costs, due diligence costs and applicable transaction expenses; and (v) estimated amounts needed to cover future capital and funding commitments relating to such Permitted Investment (as set forth in a written agreement or budget) including, without limitation, capital expenditures, escrows and follow-on investments or advances. For purposes of this Agreement, “Permitted Investment” means hospitality and related investments, with a focus on distressed opportunities primarily in the United States and Canada. For purposes of this Agreement, “Net Proceeds” means the gross proceeds from the Offering less the underwriting discounts and commissions and estimated offering and organizational costs and offering expenses.

Escrow Proceeds means any amounts payable to a Specified Stockholder or to the Paying Agent on behalf of a Specified Stockholder pursuant to the Escrow Agreement.