Closing Date Special Escrow Amount means 25% of the amount payable pursuant to Section 2.4 in respect of all Company Options for which the holder thereof has not returned an Option Letter of Transmittal.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Adjustment Escrow Amount means $1,000,000.
Closing Date Cash has the meaning specified in Section 3.4(a).
Indemnity Escrow Amount means $3,000,000.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
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.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Purchase Price Adjustment Escrow Amount means $500,000.
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.
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).
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.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Working Capital Escrow Amount means $2,000,000.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Date Statement has the meaning set forth in Section 2.06(b).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Closing Amount has the meaning set forth in Section 2.2(a).