Outstanding Escrow Claims definition

Outstanding Escrow Claims has the meaning set forth in Section 5.04(c).
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Outstanding Escrow Claims has the meaning set forth in Section 11.7(b).
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Examples of Outstanding Escrow Claims in a sentence

  • The amount of Escrow Funds equal to the aggregate amount specified in all Claim Notices in respect of Outstanding Escrow Claims will be retained by the Escrow Agent in the Escrow Account until final resolution of such claims.

  • As soon as any Outstanding Escrow Claims are resolved pursuant to the procedures set forth in this Article 7, the Escrow Agent shall release any remaining Escrowed Shares and Escrowed Cash held by the Escrow Agent pursuant to the terms of the Escrow Agreement to the Effective Time Holders based on their Ownership Interest Share.

  • Regulation S Book-Entry Certificates may not be issued as Definitive Certificates until the expiration of the Regulation S Restricted Period.

  • For purposes of this Section 7.6(e), the number of Escrowed Shares to be retained in connection with each Outstanding Escrow Claim shall be equal to the quotient of (A) the amount of the Outstanding Escrow Claims, in the aggregate, and (B) the Parent Volume Weighted Average Price.

  • As soon as any Outstanding Escrow Claims are resolved pursuant to the procedures set forth in this Article 7, the Escrow Agent shall release any remaining Escrowed Amount held by the Escrow Agent pursuant to the terms of the Escrow Agreement to the Indemnifying Sellers.

  • No later than ten (10) days following the date eighteen (18) months after the Closing Date (the “Release Date”), the Escrow Agent will deliver to Seller’s Representative, by wire transfer of immediately available funds, the Escrow Funds and Earnings remaining in the Escrow Account, less the aggregate amount specified in all Claim Notices which are then pending in respect of Outstanding Escrow Claims.

  • Promptly upon the resolution of all Outstanding Escrow Claims: (i) the number of withheld Earn-out Shares, as irrevocably reduced by the amount of any such resolved Claim or Claims, shall be so issued to the Effective Time Holders (other than the Bonus Unitholders); and (ii) the amount of cash payable to Unaccredited Investors pursuant to the earn-out, as irrevocably reduced by the amount of any such resolved Claim or Claims, shall be so issued to the Unaccredited Investors.

Related to Outstanding Escrow Claims

  • 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 Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

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

  • Required Subordinated Amount of Class B Notes means, for the Class A( - ) Notes for any date of determination, an amount equal to the product of

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

  • Required Subordinated Amount of Class D Notes means, for the Class A( - ) Notes for any date of determination, an amount equal to the product of

  • Required Subordinated Amount of Class C Notes means, for the Class A( - ) Notes for any date of determination, an amount equal to the product of

  • Outstanding Obligations means, as of any date, and giving effect to making any Extensions of Credit requested on such date and all payments, repayments and prepayments made on such date, the sum of (a) the aggregate outstanding principal amount of all Loans, and (b) all Letter of Credit Usage.

  • Working Capital Escrow Amount means $1,000,000.

  • 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 of the Plan.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Pre-Funded Amount With respect to any date of determination, the amount on deposit in the Pre-Funding Account.

  • Required Subordinated Amount means, as of a date, the sum of:

  • 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.

  • Aggregate Class A Unpaid Interest Shortfall As to any Distribution Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the Classes of Class A Certificates.

  • Deficiency Claim Amount has the meaning set forth in Section 5.5(a).

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

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

  • Unencumbered Required Subordinated Amount of Class D Notes means, for the Class C( - ) Notes, an amount equal to the product of

  • 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.

  • Prepayment Account for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this subsection (viii). The Collateral Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; provided, however, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a First Priority Lien in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Borrower or its order. If the maturity of the Loans has been accelerated pursuant to Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for the applicable Class of Loans and, subject to Section 8.03, apply such funds to satisfy the Senior Credit Obligations of the applicable Class or Classes.

  • Special deposit claim means a claim secured by a deposit made pursuant to statute for the security or benefit of a limited class or classes of persons, but not including a claim secured by general assets.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Encumbered Required Subordinated Amount of Class D Notes means, for the Class C( - ) Notes, an amount equal to the product of

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.