Holdback Amount has the meaning set forth in Section 2.1(c).
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnity Escrow Amount means $3,000,000.
Working Capital Escrow Amount means $2,000,000.
Escrow Cash is defined in Section 4.1(a).
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.
Adjustment Escrow Amount means $1,000,000.
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 hereof.
Inventory Value has the meaning set forth in Section 2.1.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Purchase Price Adjustment Escrow Amount means $500,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
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.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
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.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earnout Amount has the meaning provided in Section 2.9(b).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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.
Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.
Petty Cash means a relatively small amount of cash kept at hand for making immediate payment for miscellaneous small expenses incurred the municipality.
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.