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) 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. (a) At Closing, an aggregate amount equal to $10,000,000 (the “Adjustment Escrow”) shall be deducted from the aggregate amounts otherwise to be paid by the Escrow and Paying Agent to the Fully-Diluted Stockholders pursuant to Sections 4.3 and 4.4 and retained by the Escrow and Paying Agent subject to the Escrow Agreement.
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.
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. 2 affiliate................................................................. 29 affiliated entity......................................................... 26 Agreement................................................................. 1
Adjustment Escrow. As promptly as practicable, but in any event within five (5) Business Days after receiving (a) Joint Instructions or (b) written notice from the Accountants that the final Closing Statement has been finally determined pursuant to Section 1.4 of the Purchase Agreement (an “Accountant Notice”), in each case setting forth the amount of cash and Adjustment Escrow Shares in the Adjustment Escrow Account to be allocated to Buyer and/or the Seller Parties, respectively, the Escrow Agent shall release or cause to be released any such cash and Adjustment Escrow Shares from the Adjustment Escrow Account in the amounts, to the Persons, and in the manner set forth in such Joint Instructions or Accountant Notice.
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.
