Venezuela Escrow Claim Event means the occurrence of any of the following:
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.
Escrow Cash is defined in Section 4.1(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.
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 Amount has the meaning specified in Section 3.6(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.
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).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Escrow Amount has the meaning set forth in Section 2.1(c).
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Adjustment Escrow Amount means $1,000,000.
Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.
Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;
Closing Cash Payment has the meaning set forth in Section 2.06(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.
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.
Buyer Losses has the meaning set forth in Section 10.1(a).
Working Capital Escrow Amount means $2,000,000.
Escrow End Date has the meaning specified in the Escrow Agreement.
Holdback Amount has the meaning set forth in Section 2.06(a).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Deficiency Claim Amount has the meaning set forth in Section 5.5(a).
Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.