Adjustment Escrow Amount means $1,000,000.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Purchase Price Adjustment Escrow Amount means $500,000.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Escrow Amount has the meaning set forth in Section 2.1(c).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Indemnity Escrow Amount means $3,000,000.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
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.
Holdback Amount has the meaning set forth in Section 2.06(a).
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Escrow Cash is defined in Section 4.1(a).
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Tax Adjustment has the meaning set forth in Section 4.7.
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.
Working Capital Escrow Amount means $2,000,000.
Closing Payment has the meaning set forth in Section 2.2(a).
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 Amount has the meaning specified in Section 3.6(a).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.