Business Closure Escrow Amount definition

Business Closure Escrow Amount means an amount equal to $27,500,000, plus the proceeds of the sale of all Personal Property, excluding Gaming Assets, by ROC.
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Examples of Business Closure Escrow Amount in a sentence

  • Seller shall not be permitted to satisfy any costs and expenses incurred in connection with the removal of Excluded Assets from the Business Closure Escrow Amount except with respect to Excluded Assets that are Personal Property and the proceeds of which are deposited in the Business Closure Escrow Account in accordance with this Agreement.

  • Seller and ROC shall be liable and responsible for any and all federal, state and local income Taxes incurred in connection with the Transfer, other than any real estate transfer taxes, whether resulting from ordinary income, capital gains, or otherwise, and Seller and ROC agree that no portion of the Business Closure Escrow Amount shall be utilized for payment of such Taxes.

  • The Business Closure Escrow Amount shall be used solely to satisfy the Business Closure Costs incurred in accordance with this Agreement, including Reserved Business Closure Costs and Deferred Business Closure Costs.

  • Notwithstanding the foregoing, ROC shall procure and maintain fire insurance, casualty insurance, liability insurance and other insurance policies for the Property for the period after the Asset Closing through the Lease Termination Date, the premiums of which shall be payable from the Business Closure Escrow Amount.

Related to Business Closure Escrow Amount

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • 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.

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

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • 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 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.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Working Capital Escrow Amount means $2,000,000.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Adjustment Escrow Amount means $1,000,000.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Escrow Cash is defined in Section 4.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities under sections 264 and 265 of this regulation are no longer conducted at the facility unless subject to the provisions in § 262.34.

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.