Special Contract Escrow Claim Notice means with respect to the Special Contract Escrow, a written notification, signed by the Indemnitee Representative, which specify the Covered Losses.
Indemnity Escrow Amount means $3,000,000.
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.
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 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.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Claim Notice has the meaning set forth in Section 8.4(a).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
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.
Claim Certificate shall have the meaning set forth in Section 8.6(a).
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.
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.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Indemnity Notice shall have the meaning specified in Section 9.3(b).
Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Escrow Cash is defined in Section 4.1(a).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Indemnity Claim has the meaning set forth in Section 8.3.
Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.
Title Defect Notice shall have the meaning set forth in Section 11.2(a).
Adjustment Escrow Amount means $1,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).