Subordinated Indemnity Escrow Agreement definition

Subordinated Indemnity Escrow Agreement the Subordinated Indemnity Escrow Agreement dated as of September 28, 2006, by and among Parent, Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment Company, L.P.), Historic TW Inc. (formerly known as Time Warner Inc.) and The Bank of New York Mellon, as the same has been amended, supplemented, waived or otherwise modified on or prior to the Closing Date or may be modified or amended at any time from time to time, provided such modification or amendment does not violate Section 9.14.
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Subordinated Indemnity Escrow Agreement means the Subordinated Indemnity Escrow Agreement dated as of September 28, 2006, by and among the Company, Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment Company, L.P.), Historic TW Inc. (formerly known as Time Warner Inc.) and The Bank of New York Mellon, as the same may be modified or amended at any time from time to time, provided such modification or amendment does not adversely affect the interests of the Holders in any material fashion.
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Subordinated Indemnity Escrow Agreement means that certain Subordinated Indemnity Escrow Agreement, dated as of September 28, 2006, by and among SFI, Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment Company, L.P.), Historic TW Inc. (formerly known as Time Warner Inc.), the Bank of New York Mellon and, as of the date hereof, the Borrowers, as amended in accordance with the terms thereof.
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Examples of Subordinated Indemnity Escrow Agreement in a sentence

  • For purposes of the Subordinated Indemnity Escrow Agreement, "Escrow Amounts" shall mean, for each year, with respect to each of Six Flags Over Texas Fund, Ltd.

  • The Borrowers, each Guarantor and each of their Subsidiaries party thereto shall have executed and delivered to the Lender (i) an amendment to the Subordinated Indemnity Agreement substantially in the form attached hereto as Exhibit E, and (ii) a waiver of the Subordinated Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit F.

  • For purposes of the Subordinated Indemnity Escrow Agreement, “Escrow Amounts” shall mean, for each year (commencing in 1999), with respect to each of Six Flags Over Texas Fund, Ltd.

  • Holdco, TWE and TWX covenant and agree to enter into concurrently with the execution of this Agreement an escrow agreement (the "Subordinated Indemnity Escrow Agreement") pursuant to which an escrow agent (the "Escrow Agent") reasonably satisfactory to the TW Parties shall maintain an escrow fund, the funding for which shall be determined on an annual basis and shall equal the sum of the "Escrow Amounts" in respect of each of Texas Fund and Georgia Fund.

Related to Subordinated Indemnity Escrow Agreement

  • 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.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • 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.

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

  • 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 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.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

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

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

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

  • 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).

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Disbursement Agreement that certain Master Disbursement Agreement, dated as of , 2002, among the Borrower, the Administrative Agent and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Credit Agreement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • 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.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.