Post Closing Claim Cap means Five Hundred Thousand and No/100 Dollars ($500,000.00).
Post Closing Claim Cap means Five Hundred Thousand Dollars ($500,000).
Indemnity Escrow Amount means $3,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Escrow Amount has the meaning set forth in Section 2.1(c).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
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.
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Deficiency Claim Amount has the meaning set forth in Section 5.5(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
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.
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.
Deficiency Claim Date means, with respect to any Distribution Date, the fourth Business Day immediately preceding such Distribution Date.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Second Closing has the meaning set forth in Section 2.2.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Escrow Cash is defined in Section 4.1(a).