Vowel Tax Refund Holdback Amount means an amount equal to the lesser of: (x) the Post-Signing Tax Refunds; and (y) $4,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnity Escrow Amount means $3,000,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
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).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Refund Amount means the maximum refund that is admissible;
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Adjustment Escrow Amount means $1,000,000.
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.”
Tax Refund means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).
Closing Cash Amount has the meaning set forth in Section 2.2.
Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Closing Payment has the meaning set forth in Section 2.2(a).
Purchase Price Adjustment Escrow Amount means $3,000,000.
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 of the Plan.