Founder Seller Indemnity Holdback Amount means the number of shares (rounded down to the nearest whole share) of Buyer Common Stock equal to the product of (i) each Founder Seller Pro-Rata Share, multiplied by (ii) the Indemnity Holdback Amount.
Indemnity Escrow Amount means $3,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).
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.
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Losses shall have the meaning set forth in Section 8.2.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(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.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income 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 of the Plan.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Closing Payment has the meaning set forth in Section 2.2(a).
Seller Losses has the meaning set forth in Section 10.2(a).