Indemnity Escrow Release Consideration means the Indemnity Escrow Initial Release Amount plus the sum of all Indemnity Escrow Subsequent Release Amounts.
Indemnity Escrow Amount means $3,000,000.
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 Cash is defined in Section 4.1(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.
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Escrow Deposit shall have the meaning set forth in Section 2.2(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.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earn-Out Consideration is defined in Section 2.5(c).
Holdback Amount has the meaning set forth in Section 2.06(a).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Adjustment Escrow Amount means $1,000,000.
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.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
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.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Purchase Price Adjustment Escrow Amount means $500,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Closing Payment has the meaning set forth in Section 2.2(a).