Rollover Indemnity Escrow Amount means $15,000,000 multiplied by the Rollover Percentage.
Indemnity Escrow Amount means $3,000,000.
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.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
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 Amount has the meaning set forth in Section 2.1(c).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Escrow Fund has the meaning ascribed to it in Section 7.2(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.
Holdback Amount has the meaning set forth in Section 2.06(a).
Escrow Cash is defined in Section 4.1(a).
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 Deposit shall have the meaning set forth in Section 2.2(a).
Adjustment Escrow Amount means $1,000,000.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
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”.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Buyer Losses has the meaning set forth in Section 10.1(a).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Expense Fund has the meaning set forth in Section 9.14(f).
Purchase Price Adjustment Escrow Amount means $500,000.
Working Capital Escrow Amount means $2,000,000.