Italian Tax Escrow Amount means $750,000, as such amount is adjusted in accordance with Section 6.9, which amount shall secure Nortel Italy’s obligations under Section 6.9.”
Indemnity Escrow Amount means $5,000,000.
Escrow Amount has the meaning set forth in Section 2.1(c).
Adjustment Escrow Amount means $1,000,000.
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.
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.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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”.
Holdback Amount has the meaning set forth in Section 2.06(a).
Purchase Price Adjustment Escrow Amount means $500,000.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
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.
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Escrow Cash is defined in Section 4.1(a).
Working Capital Escrow Amount means $500,000.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).
Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.
Escrow Deposit has the meaning set forth in Section 3.3.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Seller Taxes has the meaning set forth in Section 11.1(f).
Closing Payment Amount will have the meaning set forth in Section 1.3(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).
Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.