Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.
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.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
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.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
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.
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Seller’s Bank Account shall have the meaning set forth in Section 3.2(b).
Escrow Deposit has the meaning set forth in Section 3.3.
Escrow Property has the meaning set forth in the Escrow Agreement.
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).
Escrow End Date has the meaning specified in the Escrow Agreement.
The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.
Escrow Bank has the meaning specified in Section 2.15(c).
Professional Fee Escrow means an escrow account established and funded pursuant to section 2.6 of the Plan.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Escrow and Paying Agent Agreement means, with respect to any Class, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
EUMA means the “SAP Delivered Support Agreement” which sets out the terms and conditions under which SAP provides support to End Users and which will be provided by SAP on a deal by deal basis.
Purchase Price Bank Account means a bank account in the United States to be designated by the Sellers in a written notice to the Purchaser at least five Business Days before the Closing.
Escrowed Property has the meaning set forth in the Escrow Agreement.
Disbursement Agent means Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as disbursement agent under the Custodial and Disbursement Agreement, and any successor Disbursement Agent under the Custodial and Disbursement Agreement.
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.
Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC