definiens: means a Claim or any other claim for breach of this Agreement made by the Purchaser ; means a notice in writing from the Purchaser to the Vendor informing the Vendor that the Purchaser intends to retainan amount not exceeding the Estimated Liability in the Escrow Account in respect of an Escrow Claim, and complying with paragraph 2.2 ; has the meaning given in paragraph 2.3(d ) ; means 31 December 2024 ; means 31 December 2022 ; means at any relevant time, the aggregate of(a ) USD $ 2,250,000;(b ) any amount then due to be paid to the Purchaser under paragraph 4.1 but not yet paid to the Purchaser;(c ) the total amount of the Estimated Liability of any Escrow Claims ( or parts thereof ) speciﬁed in any Escrow Retention Notices that have not atthat time been Settled in Full ; and(d ) any amounts attributable to interest which shall be dealt with in accordance with paragraph 4.4