Indemnity Escrow Amount means $3,000,000.
Adjustment Escrow Amount means $1,000,000.
Escrow Amount has the meaning set forth in Section 2.1(c).
Working Capital Escrow Amount means $2,000,000.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Closing Date Cash has the meaning specified in Section 3.4(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.
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.
Closing Cash Amount has the meaning set forth in Section 2.2.
Holdback Amount has the meaning set forth in Section 2.06(a).
Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.
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.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Expense Amount As defined in Section 11.01(b) hereof.
Purchase Price Adjustment Escrow Amount means $500,000.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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 Cash is defined in Section 4.1(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
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.”
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Pre-Funded Amount With respect to any date of determination, the amount on deposit in the Pre-Funding Account.