Indemnity Escrow Final Release Date means December 31, 2021.
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 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 Release Date has the meaning set forth in Section 9.6.
Indemnity Escrow Amount means $3,000,000.
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 Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
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.
Escrow Deposit has the meaning set forth in Section 3.3.
Escrow Cash is defined in Section 4.1(a).
Escrow Amount has the meaning set forth in Section 2.1(c).
Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Collateral Release Date shall have the meaning provided in Section 10.15(d).
Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.
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.
Escrow Termination Date has the meaning ascribed to such term in Section 9.12.
Escrow End Date has the meaning set forth in the Escrow Agreement.
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”.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
Holdback Amount has the meaning set forth in Section 2.06(a).