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).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(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.
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 Amount has the meaning set forth in Section 2.1(c).
Escrow Fund has the meaning ascribed to it in Section 7.2(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.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Escrow Cash is defined in Section 4.1(a).
Adjustment Escrow Amount means $1,000,000.
Buyer Losses has the meaning set forth in Section 10.1(a).
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Working Capital Escrow Amount means $2,000,000.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Indemnity Threshold has the meaning set forth in Section 9.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.