Adjustment Escrow Amount means $1,000,000.
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 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.
Purchase Price Adjustment Escrow Amount means $500,000.
Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnity Escrow Amount means $3,000,000.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
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.
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.
Holdback Amount has the meaning set forth in Section 2.1(c).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Escrow Cash is defined in Section 4.1(a).
Escrow Deposit has the meaning set forth in Section 2.1.
Working Capital Escrow Amount means $2,000,000.
Purchase Price Allocation has the meaning set forth in Section 2.6(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
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.
Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.
Contract Adjustment Payments means the payments payable by the Company on the Special Payment Date or the Payment Dates in respect of each Purchase Contract, at a rate per year of [•]% of the Stated Amount per Purchase Contract.
Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).