Base Escrow Amount definition

Base Escrow Amount shall have the meaning set forth in the Recitals to this Escrow Agreement. Claim shall mean any claim made by an SPI Indemnitee for recovery from the Escrowed Cash pursuant to such SPI Indemnitee's rights to indemnification under, and in accordance with the terms of, the Merger Agreement. Claims shall include (i) Third Party Claims made against an SPI Indemnitee directly by a Third Party Claimant for which the SPI Indemnitee may seek recovery from the Escrowed Cash pursuant to the SPI Indemnitee's rights to indemnification under, and in accordance with the terms of, the Merger Agreement, and (ii) any other claim made by an SPI Indemnitee for recovery from the Escrowed Cash pursuant to the SPI Indemnitee's rights under, and in accordance with the terms of, the Merger Agreement, including claims with respect to Taxes pursuant to Section 9.7 of the Merger Agreement and claims for Damages pursuant to Sections 10.2(a) or 10.2(b) of the Merger Agreement. Closing shall mean the closing of the transactions contemplated in the Merger Agreement to take place on the Closing Date. Closing Date shall mean the date on which the Closing shall occur under the Merger Agreement. Damages shall have the meaning set forth in Section 10.2(a) of the Merger Agreement. Days shall mean calendar days. Escrowed Cash shall mean the portion of the Merger Consideration delivered by wire transfer to the Escrow Agent on the Closing Date, to be held and distributed by the Escrow Agent under the terms of this Escrow Agreement, comprised of the Base Escrow Amount and the Rochester Environmental Escrow Amount. Escrowed Cash shall also include any Retained Escrowed Cash held pursuant to the terms of this Escrow Agreement after the Survival Expiration Date. Merger Agreement shall mean the Merger Agreement, dated as of August 28, 1996, by and between SPI, the Acquisition Company and CPG. Merger Consideration shall mean the total cash consideration to be paid and delivered by SPI to the Shareholders in connection with the Merger in accordance with the Merger Agreement. Notice shall have the meaning Set forth in Section 3.2(b) of this Escrow Agreement. Person shall mean an individual, corporation, partnership, joint venture, trust, or unincorporated organization, or a government or any agency or political subdivision thereof. Reply shall mean a written response by the Shareholders' Representative to a Request or to a Notice in which the Shareholders' Representative, on behalf of the Shareholders, ...

Base Escrow Amount means $10 million plus the amount of all Loss Estimate.

Base Escrow Amount means (a) the Settled Amount plus (b) the greater of: (i) 75% of the Loan Loss Reserves less $5,000,000, or (ii) $10,000,000.

Base Escrow Amount means an amount equal to 5% of the Base Amount.

Base Escrow Amount means $15,800,000; provided, however, that if, prior to the Effective Time, any Person initiates a Claim against the Company, any of the Company’s Subsidiaries, any of the officers or directors of the Company or its Subsidiaries or any Key Employee, in their capacity as such, or their respective affiliates related to the matters referenced on Schedule 8.2(a)(ix) following the Agreement Date and prior to the Effective Time, the Base Escrow Amount shall be increased by $2,000,000 (the “Additional Escrow Amount”) to an aggregate amount equal to $17,800,000.

Base Escrow Amount shall have the meaning specified in Section 1.10(a) of the Agreement.

Base Escrow Amount means an amount equal to Three Million Six Hundred Fifty Thousand Dollars ($3,650,000).

Base Escrow Amount has the meaning set forth in Section 2.3(c)(vi).

Base Escrow Amount means $1,000,000.00.