Common use of Escrow Reserve Clause in Contracts

Escrow Reserve. The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directors, officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "Escrow Reserve"); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall be utilized for the indemnification or advancement of expenses provided for herein only in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur:

Escrow Reserve. The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directorsdirectors (of the Company or Holdco), officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "Escrow Reserve"); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall be utilized for the indemnification or advancement of expenses provided for herein only in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur:

Escrow Reserve. The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directors, officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "“Escrow Reserve"”); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall be utilized for the indemnification or advancement of expenses provided for herein only in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's ’s signed receipt evidencing that delivery. For purposes of this Agreement, a "“Change in Control" ” of the Company shall have occurred if at any time any of the following events shall occur:

Escrow Reserve. The Company shall dedicate up Immediately prior to an aggregate Extraordinary Transaction, Cedar Fair shall fund an escrow of ten thirty million dollars ($10,000,00030,000,000) as collateral security for the initial funding of its obligations hereunder under this Agreement and under similar agreements with other directors, officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "“Escrow Reserve"”); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor thereunder shall be utilized for the indemnification or advancement of expenses provided for herein in this Agreement only in the event that there shall have occurred within the preceding five years a Change in Control an Extraordinary Transaction of the Company, as defined belowCompany or Partnership. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's ’s signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur:.