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 $3,000,000.
Escrow Amount has the meaning set forth in Section 2.1(c).
Adjustment Escrow Amount means $1,000,000.
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.
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 specified in Section 3.6(a).
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 has the meaning ascribed to it in Section 7.2(a).
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 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 Cash is defined in Section 4.1(a).
Working Capital Escrow Amount means $2,000,000.
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.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
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).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.
Closing Payment has the meaning set forth in Section 2.2(a).
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.