EBITDA Adjustment Escrow Amount means $1,750,000.
Adjustment Escrow Amount means $1,000,000.
Purchase Price Adjustment Escrow Amount means $500,000.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Earnout Amount has the meaning set forth in Section 2.7(a).
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Closing Cash Amount has the meaning set forth in Section 2.2.
Working Capital Escrow Amount means $2,000,000.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Escrow Amount has the meaning set forth in Section 2.1(c).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Indemnity Escrow Amount means $3,000,000.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Earnout Payment has the meaning set forth in Section 2.3(b).
Earn-Out Consideration is defined in Section 2.5(c).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
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.