Mini-Escrow Fund definition

Mini-Escrow Fund means, immediately prior to the First Escrow Release Date, a portion of the Escrow Fund (other than amounts retained pursuant to Section 8.1(b) to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages (not including amounts retained for claims resulting from or in connection with clause (x) of Section 8.2(a))) equal to $6,250,000 in cash and 322,165 shares of Acquirer Common Stock less that portion of the Escrow Fund, which prior to the First Escrow Release Date was used to satisfy resolved claims for Indemnifiable Damages, or retained pursuant to Section 8.1(b) to satisfy unresolved or unsatisfied claims for Indemnifiable Damages, in each case arising out of, resulting from or in connection with clause (x) of Section 8.2(a) (or, if the Escrow Fund has been reduced below such amount, an amount equal to the Escrow Amount less that portion of the Escrow Fund, which prior to the First Escrow Date was used to satisfy resolved claims for Indemnifiable Damages for matters not in connection with clause (x) of Section 8.2(a)).
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Examples of Mini-Escrow Fund in a sentence

  • Subject to Section 8.4, the Escrow Agent shall hold that portion Escrow Fund other than the Mini-Escrow Fund (such portion, the “First Distribution Amount”) until 11:59 p.m. local time on the date that is 18 months after the Effective Time (the “First Escrow Release Date”) and shall hold the remainder of the Escrow Fund until 11:59 p.m. local time on the date that is three years after the Effective Time (the “ Second Escrow Release Date”).

Related to Mini-Escrow Fund

  • Escrow Fund means the escrow fund established pursuant to 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 $5,000,000.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • 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.

  • 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.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Working Capital Escrow Amount means $500,000.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • 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.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • 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.

  • 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”.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Escrowed Property has the meaning set forth in the Escrow Agreement.