Without prejudice to Clause 9.7 (Postponement of Holdback Claims), a Group Creditor asserting a Security Interest will therefore be a Holdback Creditor unless and until the Determined Value of its Security Interest has been determined in accordance with this Clause 6.10.
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.
Holdback Amount has the meaning set forth in Section 2.1(c).
Holdback has the meaning set forth in Section 4.1(d)(i).
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Cash is defined in Section 4.1(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(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.
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 Deposit has the meaning set forth in Section 2.1.
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Special deposit claim means a claim secured by a deposit made pursuant to statute for the security or benefit of a limited class or classes of persons, but not including a claim secured by general assets.
Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.
Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.
Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.
Working Capital Escrow Amount means $2,000,000.
Expense Fund has the meaning set forth in Section 9.14(f).
Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;
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.