On the Indemnification Escrow Fund Release Date, an amount equal to the Indemnification Escrow Funds less the amount of any then pending indemnification claims by the Purchaser Indemnitees pursuant to Article XII shall be paid to Seller.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
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.
Indemnity Escrow Amount means $3,000,000.
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 Fund has the meaning ascribed to it in Section 7.2(a).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
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.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Release Date means the date of the Escrow Release.
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”.
Escrow Cash is defined in Section 4.1(a).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Earned release means earned release from confinement as
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.
Escrow Termination Date has the meaning ascribed to such term in Section 9.12.
Holdback Amount has the meaning set forth in Section 2.06(a).
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.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Release of Claims means the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same may be revised from time to time by the Company upon the advice of counsel).
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Escrowed Payment means an aggregate cash payment of up to $250,000;
Indemnification Claim Notice has the meaning set forth in Section 11.3.