Holdback Amount has the meaning set forth in Section 2.1(c).
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Cash is defined in Section 4.1(a).
Indemnity Escrow Amount means $3,000,000.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
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 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 has the meaning set forth in Section 4.1(d)(i).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
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”.
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Escrow Deposit has the meaning set forth in Section 2.1.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Cash Consideration has the meaning set forth in Section 2.2.
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.
Clawback Amount has the meaning set forth in Section 6.05.
Working Capital Escrow Amount means $2,000,000.
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
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.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Adjustment Escrow Amount means $1,000,000.
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.
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.
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.