EMEA Tax Escrow Amount means $2,500,000, which amount shall secure the EMEA Sellers’ obligations under Section 6.8.
EMEA Tax Escrow Amount has the meaning attributed to that term in the EMEA Asset Sale Agreement.
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).
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 Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Purchase Price Adjustment Escrow Amount means $500,000.
Holdback Amount 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 hereof.
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
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.
Working Capital Escrow Amount means $2,000,000.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Escrow Cash is defined in Section 4.1(a).
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.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
Closing Cash Amount has the meaning set forth in Section 2.2.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.