Adjustment Escrow Sample Clauses

Adjustment Escrow. Within five (5) calendar days after the determination of the Final Closing Schedule, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent instructing it to disburse all of the funds in the Adjustment Escrow Account as follows: (i) to Buyer, the amount (if any) payable to Buyer pursuant to Section 2.5(f)(i) and (ii) to Seller the remaining funds (if any) in the Adjustment Escrow Account by wire transfer of immediately available funds to an account designated by Seller.

Adjustment Escrow. An aggregate of Five Hundred Thousand Dollars ($500,000) in cash of the Merger Consideration otherwise deliverable to the holders of Common Shares upon exchange of their Common Shares and the holders of the CVC Warrant pursuant to Section 3.2 hereof, shall be withheld on a pro rata basis from the aggregate amount of cash to be delivered to such Persons and shall be deposited by Parent at the Effective Time (with respect to the Common Shares) and at the Closing (with respect to the CVC Warrants) with an escrow agent (the "Escrow Agent") selected by the Company and reasonably acceptable to Parent, such deposits to constitute an escrow fund (the "Escrow Fund") to be governed by the terms and conditions set forth herein and in the Escrow Agreement, attached as Exhibit B hereto. The portion of the Merger Consideration delivered to the Escrow Agent pursuant to this Section 3.1(c) shall be known as the "Escrow Amount."

Adjustment Escrow. (a) At the Closing, DFHT shall deposit with the Escrow Agent an amount equal to $1,000.000 of which forty-five percent (45%) shall be in cash and fifty-five percent (55%) shall be in DFHT Class A Common Stock (which shall be valued at the Reference Price) (the “IMC Escrow Amount”) into a designated non-interest bearing account the (“IMC Escrow Account”), of which the cash portion of the IMC Escrow Account shall be delivered by wire transfer of immediately available funds in U.S. dollars. Pursuant to an escrow agreement to be entered into on the Closing Date by and among DFHT, IMC Parent, and the Escrow Agent in a form to be reasonably agreed upon between DFHT, IMC Parent and the Escrow Agent, which form shall include joint instructions from IMC Parent and DFHT to release any funds or equity from the IMC Escrow Account (the “IMC Escrow Agreement”), DFHT and IMC Parent will appoint the Escrow Agent to hold the IMC Escrow Amount as provided herein and in the IMC Escrow Agreement. The IMC Escrow Amount shall be held in escrow by the Escrow Agent until the Escrow Expiration Date for the purpose of securing the Post-Closing Adjustment obligations of IMC Parent set forth in Section 1.09. (b) At the Closing, DFHT shall deposit with the Escrow Agent an amount equal to $500,000 of which sixty-eight percent (68%) shall be in cash and thirty-two (32%) shall be in DFHT Class A Common Stock (which shall be valued at the Reference Price) (the “CareMax Escrow Amount”) into a designated non-interest bearing account the (“CareMax Escrow Account”), of which the cash portion of the CareMax Escrow Account shall be delivered by wire transfer of immediately available funds in U.S. dollars. Pursuant to an escrow agreement to be entered into on the Closing Date by and among DFHT, the CareMax Representative and the Escrow Agent in a form to be reasonably agreed upon between DFHT, the CareMax Representative and the Escrow Agent, which form shall include joint instructions from the CareMax Representative and DFHT to release any funds or equity from the CareMax Escrow Account (the “CareMax Escrow Agreement”), DFHT and the CareMax Representative will appoint the Escrow Agent to hold the CareMax Escrow Amount as provided herein and in the CareMax Escrow Agreement. The CareMax Escrow Amount shall be held in escrow by the Escrow Agent until the Escrow Expiration Date for the purpose of securing the Post-Closing Adjustment obligations of the CareMax Group set forth in Section 1.09.

Adjustment Escrow. (A) As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Adjustment Escrow Amount (on behalf of Merger Sub) to the Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”) under the terms of this Agreement and the Escrow Agreement for the purposes of adjustments relating to any Post-Closing Deficit. Upon deposit of the Adjustment Escrow Amount in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Indemnitor its, his or her Pro Rata Portion of the Adjustment Escrow Amount to the Escrow Funds. (B) The Adjustment Escrow Amount shall be distributed to the Company Indemnitors, in accordance with their applicable Pro Rata Portions, and to Parent at the times, and upon the terms and conditions, set forth in this Agreement. For any portion of the Adjustment Escrow Amount released for the benefit of the Company Indemnitors, the portion of the Adjustment Escrow Amount payable in respect of Company Capital Stock, Vested Company Options which are Non-Employee Company Options and Company Warrants shall be paid to the Payment Agent for further distribution to such recipients, and the portion of the Adjustment Escrow Amount payable in respect of Vested Company Options which are Employee Company Options shall be paid to the Surviving Corporation for further payment through the Surviving Corporation’s payroll processing system, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.

Adjustment Escrow. At the Closing, Buyer shall deposit the Adjustment Escrow Amount with the Escrow Agent, in accordance with the Escrow Agreement, to secure in part the payment of any negative Adjustment Amount to Buyer pursuant to this Section 2.4.

Adjustment Escrow. 16 Section 2.05 Closing Deliveries by the Company and the Seller ...............................................16 Section 2.06 Closing Deliveries by Purchaser ............................................................................17 Section 2.07 Adjustment of Purchase Price ................................................................................17 Section 2.08 A/R Credits ............................................................................................................20 Article III

Adjustment Escrow. The Adjustment Escrow Amount shall be used, in accordance with the terms of this Agreement and the Escrow Agreement, to pay any post-Closing purchase price adjustment pursuant to Section 2.07. Subject to the terms of this Agreement and the Escrow Agreement, the Adjustment Escrow Amount plus all earnings on such Adjustment Escrow Amount, less any adjustments set forth in Section 2.07 that are to be paid out of the Adjustment Escrow Amount to Purchaser, shall, if any, be released to the Seller in accordance with Section 2.07. In the event that the final Purchase Price as reflected on the Final Closing Statement is less than the Purchase Price as reflected on the Preliminary Closing Statement, then the Escrow Agent shall pay the amount of such difference to Purchaser from the Adjustment Escrow Amount; provided, however, if such difference exceeds the Adjustment Escrow Amount, the Seller shall pay the amount of such excess to Purchaser in immediately available funds to such account as may be designated by Purchaser, and to the extent the Seller is unable to pay such amount, the Principal Seller Members shall be required to pay Purchaser on a pro rata basis in accordance with their Principal Seller Member Pro Rata Shares; provided, further, however, that if such difference is less than the Adjustment Escrow Amount, the remaining balance of the Adjustment Escrow Amount (if any) shall be disbursed by the Escrow Agent to the Seller.

Adjustment Escrow. Prior to the Closing, the Seller and the Buyer shall create an escrow account (the “Adjustment Escrow Account”) by entering into an escrow agreement substantially in form attached hereto as Exhibit F (the “Adjustment Escrow Agreement”) with Wilmington Trust, as escrow agent (or its successor under the Adjustment Escrow Agreement, the “Adjustment Escrow Agent”). At the Closing, the Buyer shall deposit by wire transfer the Adjustment Escrow Amount into an account to be managed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and this Agreement.

Adjustment Escrow. At the Closing, Buyer shall deposit, or shall cause to be deposited, with the Escrow Agent cash in an amount equal to the Adjustment Escrow Amount. The Adjustment Escrow Amount will be held and disbursed by the Escrow Agent solely for the purpose of paying any adjustments required pursuant to Section 3.04(b) in accordance with the terms of this Agreement and the Escrow Agreement.

Adjustment Escrow. Simultaneous with the execution and delivery of this Agreement, Buyer shall deposit with the Escrow Agent the Adjustment Escrow Funds in immediately available funds. The Escrow Agent hereby acknowledges receipt of the Adjustment Escrow Funds and agrees to hold the Adjustment Escrow Funds in a separate and distinct account (the “Escrow Account”) subject to and in accordance with the terms and conditions of this Agreement.