Summit Escrow Amount means the amount of cash proceeds that the Company is entitled to receive upon the release of funds from the escrow account maintained by First Fidelity Bank pursuant to the Summit Purchase Agreement and the Escrow Agreement entered into by and between Summit Energy, LLC, the Company and Fidelity Bank pursuant to the Summit Purchase Agreement. “Summit Purchase Agreement” means that certain Purchase and Sale Agreement, by and between Summit Energy, LLC and the Company, dated October 1, 2012. “Tax Authority” means any government, or agency, instrumentality or employee thereof, charged with the administration of any Law or regulation relating to Taxes. “Taxes” means (i) all federal, state, local or foreign taxes, charges, levies, fees, imposts, assessments or similar governmental charges, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, escheat, unemployment, excise, severance, stamp, occupation, property and estimated taxes; (ii) any item described in clause (i) for which a taxpayer is liable as a transferee or successor, by reason of the regulations under section 1502 of the Code, or by contract, indemnity or otherwise; and (iii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority in connection with any item described in clause (i) or (ii). -18- “Tax Return” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes (including any attachments thereto or amendments thereof). “Title Defect” means any Lien, defect or other matter that causes a Seller Entity not to have Defensible Title. “Treasury Regulations” means the United States Treasury regulations promulgated under the Code. “Undeveloped Leases” means Mineral Leases which are not, as of the Effective Date, producing or capable of producing in paying quantities and which will expire upon expiration of the primary term or, if applicable, any optional extension of the primary term of such lease if (a) production in paying quantities is not established prior to the expiration of the primary term or, if applicable, any optional extension of the primary term of such lease, or (b) operations to extend the primary or, if applicable, any optional extension of the primary term thereof are not commenced and in progress at the expiration of suc...

Related to Summit Escrow Amount

Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnity Escrow Amount means $5,000,000.
Escrow Cash is defined in Section 4.1(a).
Holdback Amount has the meaning set forth in Section 2.06(a).
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
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.
Adjustment Escrow Amount means $1,000,000.
Working Capital Escrow Amount means $500,000.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Escrow Deposit has the meaning set forth in Section 3.3.
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 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.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
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.
Purchase Price Adjustment Escrow Amount means $500,000.
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.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Holdback has the meaning set forth in Section 4.1(d)(i).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Escrow Property has the meaning set forth in the Escrow Agreement.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

Summit Escrow Amount definition

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