Adjustment Escrow Account Sample Clauses

Adjustment Escrow Account. At the Closing, a portion of the Purchase Price equal to the Adjustment Escrow Amount shall be deposited by Purchaser into an escrow account designated by the Escrow Agent (the account into which the Adjustment Escrow Amount is deposited being referred to herein as the “Adjustment Escrow Account”), in accordance with Section 3.02(a)(i), to be held in escrow by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”).

Adjustment Escrow Account. At the Closing, Parent shall pay an amount equal to $8,000,000.00 (the “Adjustment Escrow Amount”) to SunTrust Bank (the “Escrow Agent”) to be held and delivered by the Escrow Agent in accordance with the terms and provisions of an escrow agreement to be entered into among Parent, the Representative and the Escrow Agent in form and substance mutually acceptable to Parent, the Representative and the Escrow Agent (the “Escrow Agreement”). The Adjustment Escrow Amount shall be placed in a single escrow account (the “Adjustment Escrow Account”) for disbursement pursuant to this Agreement and the Escrow Agreement. The Adjustment Escrow Amount shall be established for purposes of any Shortfall Consideration, as set forth in Section 1.10(d).

Adjustment Escrow Account. At the Closing, Parent shall deliver the sum of $[Redacted dollar amount] (such amount, the “Adjustment Escrow Amount”) in immediately available funds into a separate escrow account (the “Adjustment Escrow Account”), such account to be established and maintained by the Escrow Agent pursuant to the terms and conditions of an escrow agreement substantially in the form of Exhibit G attached hereto, with such changes as may be required by the Escrow Agent and reasonably acceptable to Parent and the Representative, to be entered into on the Closing Date by Parent, the Representative and the Escrow Agent (the “Escrow Agreement”). The amount contained in the Adjustment Escrow Account shall serve solely as security for, and the sole and exclusive source of payment of, Parent’s rights pursuant to Section 2.10, if any. All fees, costs and expenses of the Escrow Agent shall be paid by Parent.

Adjustment Escrow Account. An amount in cash equal to the Adjustment Escrow Amount as reflected in the determination of the Estimated Closing Cash will be delivered or caused to be delivered by the Purchaser to the Escrow Agent to be held and delivered by the Escrow Agent in accordance with the terms and provisions of an escrow agreement to be entered into among the Purchaser, the Representative and the Escrow Agent in form and substance mutually acceptable to the Purchaser, the Representative and the Escrow Agent (the “Escrow Agreement”). The Adjustment Escrow Amount shall be placed in a single escrow account (the “Adjustment Escrow Account”) for disbursement pursuant to this Agreement and the Escrow Agreement. The Adjustment Escrow Amount shall be established for purposes of any Purchaser Adjustment Amount, as set forth in Section 3.05(h)(i).

Adjustment Escrow Account. The Adjustment Escrow Funds shall be used solely to satisfy any obligations of Seller under Section 2.5. The Seller and Buyer agree to execute and deliver all necessary joint written instructions to the Escrow Agent to effect the releases required by Section 2.5. The Adjustment Escrow Funds shall be held as trust funds and shall not be subject to any encumbrance, attachment, trustee process, or any other judicial process of any creditor of any Party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement.

Adjustment Escrow Account. The Parties shall use reasonable best efforts to agree, between the date of this Agreement and the Closing date, on the terms of an adjustment escrow agreement (the “Adjustment Escrow Agreement”) with an escrow agent (the “Adjustment Escrow Agent”), mutually agreeable to BiteSquad and Parent (which agreement shall not be unreasonable withheld, conditioned or delayed), to be entered into at market terms and on the terms consistent with those set forth in this Agreement for the purpose of administering an adjustment escrow account (the “Adjustment Escrow Account”).

Adjustment Escrow Account. In the event that Purchaser is owed any amount required to be paid by Seller pursuant to Section 2.9(d)(iii) of the Acquisition Agreement (the “Net Asset Shortfall Amount”), Purchaser will have the right (but not the obligation) to deliver a written notice (an “Adjustment Notice”) to the Escrow Agent (with a copy to Seller) (i) setting forth the Net Asset Shortfall Amount,

Adjustment Escrow Account. The interest, earnings and income that accrues upon the amounts in the Adjustment Escrow Account, if any, during the period of time during which they are held in the Adjustment Escrow Account shall be deemed to become part of the Adjustment Escrow Amount. For Tax reporting purposes, all such interest, earnings and income, if any, shall be reported for tax purposes as belonging to Buyer, and Buyer and the Seller Representative shall (promptly after Buyer's request) direct the Escrow Agent to distribute to Buyer a corresponding Tax distribution from the Adjustment Escrow Account sufficient to pay the applicable Taxes owing in respect of a corporation resident in Tennessee.

Adjustment Escrow Account. If the Escrow Agent makes a payment pursuant to this Section 4.6(d)(ii) to the Surviving Corporation and after such payment funds remain in the Adjustment Escrow Account, then the Escrow Agent shall cause to be paid to each Company Equityholder as of immediately prior to the Effective Time (or, if such Company Equityholder is a holder of Company Common Stock and has not exchanged such shares pursuant to Section 4.2, then upon such exchange by such Company Equityholder) by delivery of immediately available funds to such holder an amount equal to the product of the funds remaining in the Adjustment Escrow Account multiplied by such Company Equityholder’s Applicable Percentage.

Adjustment Escrow Account. As promptly as practicable, but in any event within five (5) Business Days after receiving a Joint Written Direction setting forth the funds in the Adjustment Escrow Account to be allocated to Buyer and/or Seller pursuant to Section 1.8 of the Purchase Agreement, Escrow Agent shall release or cause to be released any such funds from the Adjustment Escrow Account in the amounts, to the Persons, and in the manner set forth in such Joint Written Direction. For the avoidance of doubt, the Escrow Agent shall not make any payment to Buyer in respect of any Unresolved Claim from the Adjustment Escrow Account