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.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
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.
Adjustment Escrow Amount means $1,000,000.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
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.
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Purchase Price Adjustment Escrow Amount means $500,000.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
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”.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Escrow Amount has the meaning set forth in Section 2.1(c).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Working Capital Escrow Amount means $2,000,000.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Holdback Amount has the meaning set forth in Section 2.06(a).
Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.
Casualty Amount means Five hundred thousand Dollars ($500,000) (or the equivalent in any other currency);