Examples of Escrow Holdings in a sentence
Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxxx, Xxxxx 00000 or at such address for a party as shall be specified by like notice.
CRC ESCROW ISSUER, LLC By: CRC Escrow Holdings, LLC, its sole member By: Caesars Entertainment Corporation, its sole member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer, Treasurer of CRC Xxxxx, Inc.
The Escrow Agent shall not use the Escrow Stock to cover any losses on any investments of Escrow Holdings.
The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Holdings, any account in which Escrow Holdings are deposited, this Escrow Agreement, or the Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding.
The Escrow Agent hereby accepts appointment as escrow agent and agrees to hold and disburse the undisbursed balance of the Escrow Holdings, which Escrow Holdings shall include any interest income and other amounts received thereon (the “Escrow Earnings”), in accordance with the terms hereof.
The Escrow Agent shall disburse the Escrow Holdings of the Selling Parties’ Representative Subaccount, or any portion thereof, in accordance with written instructions (a “Selling Parties’ Representative Claim Notice”) delivered by the Selling Parties’ Representative to the Escrow Agent.
This Escrow Agreement shall terminate on the date that there are no Escrow Holdings remaining.
The Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Holdings, without determination by the Escrow Agent of such court’s jurisdiction in the matter.
Escrow Holdings cannot be transferred between Escrow Subaccounts without a joint written instruction signed by the Selling Parties’ Representative and Buyer (a “Joint Instruction”) and, except as otherwise explicitly provided in the Merger Agreement, cannot be used to satisfy claims associated with a different Escrow Subaccount.
If there are outstanding Claims on the Initial Release Date, then an amount adequate to cover such pending Claims (a “Pending Claim Amount”) shall be withheld by the Escrow Agent from the Escrow Holdings of the General Subaccount for as long as required to finally resolve such pending Claims.