The Adjustment Escrow Funds, the Employee Liability Escrow Funds and the Indemnity Escrow Funds shall be held, invested and distributed in accordance with the terms of this Agreement and the Escrow Agreement.
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 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 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).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
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).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Holdback Amount has the meaning set forth in Section 2.06(a).
Working Capital Escrow Amount means $2,000,000.
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 Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).
Adjustment Escrow Amount means $1,000,000.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
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.
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 Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.
Buyer Losses has the meaning set forth in Section 10.1(a).
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Holdback has the meaning set forth in Section 4.1(d)(i).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).