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.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
Termination Fee has the meaning set forth in Section 7.02(a).
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.
Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);
Escrow Termination Date has the meaning ascribed to such term in Section 9.12.
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 of the Plan.
Reverse Termination Fee has the meaning set forth in Section 7.02(b).
Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.
Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.
Escrow End Date has the meaning set forth in the Escrow Agreement.
Professional Fee Escrow means an escrow account established and funded pursuant to section 2.6 of the Plan.
Disbursement Agreement means, on any date, the Disbursement Agreement, as originally in effect on the Closing Date, among the Borrower, Holdings, the Administrative Agent, the Discount Note Indenture Trustee, the Disbursement Agent, the Servicing Agent and the Securities Intermediary and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified.
Company Termination Fee has the meaning set forth in Section 7.3(a).
Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.
Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Early Termination Fee has the meaning set forth in Section 7.2.
Servicer Termination Notice Defined in Section 6.15.
Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).
Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.