Holdback Amount has the meaning set forth in Section 2.06(a).
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 $5,000,000.
Escrow Fund means the escrow fund established pursuant to the Escrow 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.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Holdback has the meaning set forth in Section 4.1(d)(i).
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.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Escrow Deposit has the meaning set forth in Section 3.3.
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Adjustment Escrow Amount means $1,000,000.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Escrowed Shares has the meaning set forth in Section 2.4.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
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.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
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 remaining interest or other amounts earned thereon.
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.