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. Within five (5) days of the determination of the Final Closing Statement, 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 Adjustment Escrow Deposit by wire transfer of immediately available funds to accounts designated by Seller.
Adjustment Escrow. (a) Before the Closing, the parties shall open an escrow (the "Adjustment Escrow") for the purpose of ensuring the availability of cash to satisfy any required adjustment to the Purchase Price under Section 1.9 hereof (an "Adjustment"). The Adjustment Escrow shall be opened at Chicago Title Company in Los Angeles, California or such other institutional escrow holder mutually acceptable to the parties (the "Adjustment Escrow Holder"). The parties shall open the Adjustment Escrow by executing and delivering, together with the Adjustment Escrow Holder, written escrow agreement(s) and instructions (the "Adjustment Escrow Agreement"). The terms and conditions of the Adjustment Escrow Agreement shall be consistent with this Agreement unless the parties otherwise agree.
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.
Adjustment Escrow. Buyer shall deposit, or cause to be deposited, the Adjustment Escrow Amount into an escrow account (the “Escrow Account”) to be established and maintained by the Escrow Agent for the purpose of partially securing the obligations of the Selling Securityholders to Buyer with respect to any Post-Closing Deficit Amount under Section 2.12. The Adjustment Escrow Amount shall be held in escrow and become payable to the Selling Securityholders, if at all, in accordance with and subject to the terms and conditions of this Agreement (including Section 2.12) and an escrow agreement in the form of Exhibit F attached hereto to be entered into on the Closing Date by Buyer, the Sellers Representative and the Escrow Agent (the “Escrow Agreement”). The Selling Securityholders shall pay all fees payable to the Escrow Agent under the Escrow Agreement. Notwithstanding anything to the contrary herein, in no event shall the failure of the Escrow Agent to execute and/or deliver the Escrow Agreement at or prior to the Closing constitute a breach of this Agreement by any party hereto or a failure of any closing condition set forth in Article VIII to be satisfied, in each case, so long as such failure by the Escrow Agent is not a result of the failure by Buyer to execute and/or deliver the Escrow Agreement at or prior to the Closing or the failure by the Sellers Representative (or the Company causing the Sellers Representative) to execute and/or deliver the Escrow Agreement at or prior to the Closing.
Adjustment Escrow. The Adjustment Escrow Amount shall be held by the Escrow Agent in the Adjustment Escrow Account until paid in accordance with Section 2.9(c) and the Escrow Agreement.
Adjustment Escrow. 2 affiliate................................................................. 29 affiliated entity......................................................... 26 Agreement................................................................. 1
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. Section 2.05
