Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.
(b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company.
(c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing.
(d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediat...
Release of Escrowed Property. Upon the satisfaction of the Escrow Conditions, the Escrow Agent will cause the liquidation of all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to or on the order of the Issuer on the Escrow Release Date in accordance with the terms of the Escrow Agreement.
Release of Escrowed Property. The Escrow Agreement provides that subject to the terms and conditions set forth therein, the Escrow Agent will liquidate all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the Company or to such other Person as the Company directs in accordance with the terms of the Escrow Agreement.
Release of Escrowed Property. Upon delivery of the Escrow Release Request, the Escrow Agreement provides that the Escrow Agent shall cause the release of the proceeds of such Escrowed Property to or on the order of the Issuer on the Escrow Release Date in accordance with the terms of the Escrow Agreement.
Release of Escrowed Property. A. Provided that Buyer has not notified Seller and Escrow Agent of a potential claim (subject to II.D. below), it is agreed that one hundred eighty (180) days after Closing, Escrow Agent shall, without further authorization or confirmation from the Parties, release to Seller the lesser of (i) the sum of Two Hundred Fifty Thousand Dollars ($250,000.00), or (ii) such amount so that the balance remaining in the Escrow Fund, after such release of monies, equals Five Hundred Thousand Dollars.
B. Provided that Buyer has not notified Seller and Escrow Agent of a potential claim (subject to II.D. below), it is agreed that two hundred seventy (270) days after Closing, Escrow Agent shall, without further authorization or confirmation from the Parties, release to Seller the lesser of (i) the sum of Two Hundred Fifty Thousand Dollars ($250,000.00), or (ii) such amount so that the balance remaining in the Escrow Fund, after such release of monies, equals Two Hundred Fifty Thousand Dollars ($250,000.00).
C. Provided that Buyer has not notified Seller and Escrow Agent of a potential claim (subject to II.D. below), Escrow Agent shall be authorized, without further authorization or confirmation from the Parties, to release the remaining Two Hundred Fifty Thousand Dollars ($250,000.00) or whatever monies are remaining in the Escrow Fund and deliver those funds to the Seller one (1) year after the date of Closing at which time the Parties shall be released from all further obligations under this Agreement; provided, however, (i) in the event that there is an ongoing pending claim that Buyer has timely advised Seller and Escrow Agent of within the first one hundred eighty (180) days after Closing that potentially can exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) then in that event no funds shall be released by Escrow Agent until such matter has been resolved to the satisfaction of the Buyer and Seller and (ii) provided, however, in the event that there is an ongoing pending claim that Buyer has timely advised Seller and Escrow Agent of within the next ninety (90) days after the first release of funds that potentially can exceed the sum of Five Hundred Thousand Dollars ($500,000.00) then in that event no funds shall be released by Escrow Agent until such matter has been resolved to the satisfaction of the Buyer and Seller.
D. In the event a claim is made at any time within the Indemnification Period and such claim can be easily quantified to a dollar amo...
Release of Escrowed Property. Upon the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Date as provided in the Escrow Agreement, the Escrowed Property will be released in accordance with the Escrow Agreement and upon such release, the Notes shall no longer be subject to mandatory redemption pursuant to Section 3.09 hereof.
Release of Escrowed Property. The Escrowed Property will be released in accordance with the terms of the Escrow Agreement.
Release of Escrowed Property. Upon receipt by the Escrow Agent and the Trustee of a Release Request, the Escrowed Property will be released in accordance with the terms of the Escrow Agreement so long as no contrary instructions have been received from the Trustee, and the Trustee has not notified the Escrow Agent that payment of the Notes has been accelerated pursuant to Section 6.02 of this Indenture.
Release of Escrowed Property. (a) Subject to the provisions described above regarding periodic interest payments and the provisions described below in Section 3.10, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Escrow Issuer) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside Date, of an Officer’s Certificate, certifying that the following conditions (the “Escrow Release Conditions” and, such written instructions, the “Escrow Release Notice”) have been or, substantially concurrently with the release of the Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”):
(1) the Merger will occur substantially concurrently with the Escrow Release; and
(2) the Effective Date Guarantors will, substantially concurrently with the Escrow Release, become, by supplemental indenture, party to this Indenture in the capacities described herein.
(b) As used herein, “Outside Date” means the later of (i) June 20, 2025 and (ii) the date that is five Business Days after any later date to which the parties to the Merger Agreement agree to extend the “Outside Date” (as defined in the Merger Agreement). The Escrow Issuer will notify the Escrow Agent in writing of any extension of the Outside Date in accordance with clause (ii) of the immediately preceding sentence.
Release of Escrowed Property. (a) The Escrow Agent agrees to release the Escrow Res in accordance with the terms and conditions set forth in this Escrow Agreement.
(b) In the event the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Principal(s) or from third persons with respect to the Escrow Res or any other sums or things which may be held hereunder, which, in its sole opinion, are in conflict with any provision of this Escrow Agreement, the Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Principal(s) and said third persons, or by a final order or judgment of a court of competent jurisdiction.
(c) If all or any portion of the Escrow Res delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit them as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrow Res is returned to the Escrow Agent unpaid, the Escrow Agent shall notify the applicable Principal(s) for further instructions.
