Buyer shall have delivered the Closing Date Purchase Price to Seller pursuant to Section 3.02(b)(i), and the Closing Date Escrow Amount to the Escrow Agent pursuant to Section 3.02(b)(viii).
Indemnity Escrow Amount means $3,000,000.
Adjustment Escrow Amount means $1,000,000.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.
Escrow Amount has the meaning set forth in Section 2.1(c).
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Purchase Price Adjustment Escrow Amount means $3,000,000.
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
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 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.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
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.
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.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Closing Cash Amount has the meaning set forth in Section 2.2.
Working Capital Escrow Amount means $1,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Closing Cash Payment has the meaning set forth in Section 2.06(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 of the Plan.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Escrow Cash is defined in Section 4.1(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.