Examples of Adjustment Escrow Amount in a sentence
Pursuant to the Escrow Agreement attached hereto as Exhibit E (the “Escrow Agreement”), Purchaser and the Stockholder Representative (on behalf of the Company Securityholders) shall on the Closing Date appoint Delaware Trust Company as the escrow agent (in such capacity, the “Escrow Agent”) to hold the Adjustment Escrow Amount and the Indemnification Escrow Amount in two segregated accounts.
Parent shall be deemed to have contributed the percentage of the Closing Date Adjustment Escrow Amount with respect to each Company Equityholder set forth on the Closing Consideration Schedule and the cash consideration payable to each Company Equityholder pursuant to Section 2.1 or Section 2.4, as applicable, shall be reduced by such amount.
The Adjustment Escrow Amount (such amount, plus any interest or earnings paid thereon in accordance with the Escrow Agreement, the “Adjustment Escrow Fund”) shall be held for the purpose of securing obligations of the Company Holders in respect of any Final Adjustment Shortfall pursuant to Section 1.7. The terms of, and timing and payment of, the cash held in the Adjustment Escrow Fund shall be determined in accordance with Section 1.7 and the Escrow Agreement.
The Indemnity Escrow Account shall be established as security for indemnification obligations of Sellers, as set forth in Article VIII and any Shortfall Consideration in excess of the Adjustment Escrow Amount, as set forth in Section 2.8.2(d), and the Adjustment Escrow Account shall be established as security for any Shortfall Consideration, as set forth in Section 2.8.2(d).
During calendar 2013, the Company shall make trade payments to tooling vendors with respect to such deposits, and Buyer shall receive from the Adjustment Escrow Amount a disbursement equal to the aggregate amount of such payments, not to exceed, in any event, $1,000,000.