Aggregate Pre-Closing Contract Liability Amount means an aggregate amount of $1,000,000 for all Liabilities incurred by Acquiror and its Affiliates pursuant to Section 2.3(a)(ii)(y) and Section 2.3(a)(iii)(y), taken together as a whole.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.
Aggregate Amount means the aggregate amount by which the resolution authority has assessed that eligible liabilities are to be written down or converted, in accordance with Article 46(1);
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Indemnity Escrow Amount means $3,000,000.
Closing Cash Amount has the meaning set forth in Section 2.2.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Initial Bankruptcy Loss Coverage Amount $226,715.
Aggregate Current Bankruptcy Losses With respect to any Distribution Date, the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the month preceding the month of such Distribution Date.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Aggregate Purchase Price has the meaning set forth in Section 1.1.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Unfunded Exposure Amount means, as of any date of determination, with respect to a Delayed Draw Loan Asset or a Revolving Loan, as applicable, an amount equal to the aggregate amount of all unfunded commitments associated with such Loan Asset as of such date.
Customer Credit Liabilities means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits of the Borrowers.
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.
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Aggregate Amounts Due as defined in Section 2.17.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Fraud Loss Coverage Amount As of the Closing Date, $2,500,000, subject to reduction from time to time, by the amount of Fraud Losses allocated to the Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be reduced as follows: (a) on the first, second, third and fourth anniversaries of the Cut-off Date, to an amount equal to the lesser of (i) 1.00% of the then current Stated Principal Balance of the Mortgage Loans in the case of the first and second anniversaries and 0.50% of the then-current Stated Principal Balance of the Mortgage Loans in the case of the third and fourth such anniversaries and (ii) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date over the cumulative amount of Fraud Losses allocated to the Certificates since such preceding anniversary; and (b) on the fifth anniversary of the Cut-off Date, to zero.
Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.