Inc. Facility Claim Sellers means the Holders of Prepetition Inc. Facility Non- Subordinated Claims immediately prior to the New DIP Closing Date.
DIP Facility Claim means a Claim arising under or as a result of the DIP Facility.
DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.
Deficiency Claim Amount has the meaning set forth in Section 5.5(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.
Sellers’ Representative has the meaning set forth in the Preamble.
Seller Representative means Xxxxx Bank.
Indemnity Claim has the meaning set forth in Section 8.3.
BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Indemnity Escrow Amount means $5,000,000.
Deficiency Claim Date means, with respect to any Distribution Date, the fourth Business Day immediately preceding such Distribution Date.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Seller Representatives has the meaning set forth in Section 5.8(a).
Sellers has the meaning set forth in the preamble.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
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.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.
Indemnification Claim has the meaning set forth in Section 12.3.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Representatives shall have the meaning set forth in Section 6.4(a).
Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).