Escrow Entity definition

Escrow Entity any direct or indirect Subsidiary of the Borrower formed solely for the purposes of issuing any bonds, notes, term loans, debentures or other debt.
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Escrow Entity means a special purpose escrow subsidiary of the Borrower or a newly formed special purpose corporation (which may not be a subsidiary of the Borrower) formed for the sole purpose of issuing debt securities, the proceeds of which will be placed in escrow pursuant to a customary escrow agreement that contemplates the release of such proceeds upon the earlier of (a) the closing of the acquisition of Citadel Broadcasting Corporation to fund a portion of the consideration in respect of such acquisition or (b) June 8, 2012 to fund a special redemption of such debt securities at a redemption price of 100% of the principal amount thereof, if redeemed during the first 90 days following the issuance of such debt securities, or 101% of the principal amount thereof if redeemed thereafter; provided that such Escrow Entity (a) shall have no Indebtedness other than Non-Recourse Debt; (b) shall be a Person with respect to which neither the Borrower nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests of such Person or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (c) shall not guarantee or otherwise provide credit support for any Indebtedness of the Borrower or any of its Subsidiaries.
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Examples of Escrow Entity in a sentence

  • The Bank of New York N/A Escrow Account MassPort Boston Escrow Entity Name Bank Name Account Number Type of Account Description Delta Air Lines, Inc.

  • In no event shall an Escrow Entity be responsible or liable for any deficiency in the Net Proceeds for its respective Property beyond the amount held in the respective Escrow for such Property.

  • In the event that the Net Proceeds from the sale of such Property are greater than its Gross Asset Value as of the First Closing (determined after any Proration Items), Units with a value equal to 50% of the amount of such excess together with the funds held in the respective Escrow for such Property will be distributed to the applicable Escrow Entity.

  • In the event that the Net Proceeds from the sale of such Property are less than its respective Gross Asset Value as of the First Closing (determined after any Proration Items), funds equal to 50% of the excess of such Gross Asset Value over the Net Proceeds will be distributed from the respective Escrow for such Property to the Partnership, and any funds thereafter remaining in such Escrow shall be distributed to the applicable Escrow Entity.

Related to Escrow Entity

  • Escrow End Date has the meaning specified in the Escrow Agreement.

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

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • 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.

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

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

  • Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.

  • 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 Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

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

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

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

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • 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.

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

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • 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.

  • 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.

  • 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 Bank has the meaning specified in Section 2.15(c).

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

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.