Adjustment Escrow Amount. (a) On the Closing Date, Purchaser shall deliver to the Adjustment Escrow Agent by wire transfer of immediately available funds (to account number [______________] of the Adjustment Escrow Agent (the "Adjustment Escrow Account")) the Adjustment Escrow Amount, accompanied by written notice from Purchaser identifying such amount as an amount being delivered for deposit into the Adjustment Escrow Account. The Adjustment Escrow Agent shall acknowledge to Purchaser the Adjustment Escrow Agent's receipt of said amount.
(b) The Adjustment Escrow Amount, not including the interest and other investment income earned thereon, shall only serve to pay the amounts set forth in Section 4 hereof.
(c) The Adjustment Escrow Agent shall hold the balance of the Adjustment Escrow Amount (the "Adjustment Escrowed Funds") in escrow and shall not withdraw the Adjustment Escrowed Funds from the Adjustment Escrow Account or use the Adjustment Escrowed Funds for any other purpose, except as provided in this Agreement.
Adjustment Escrow Amount. At the Closing, Buyer shall deposit a portion of the Estimated Purchase Price in an amount equal to the Adjustment Escrow Amount with the Escrow Agent in accordance with the Escrow Agreement and such amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to as the “Adjustment Escrow Fund”. Neither Sellers, the Seller Representative, any Group Company, any USIP I Holder nor any other Person shall have any liability for any amounts due to Buyer pursuant to Section 2.4 in excess of the Adjustment Escrow Amount, and Buyer’s sole source of recourse and recovery for such amounts due shall be the funds available in the Adjustment Escrow Fund. The Adjustment Escrow Funds may be distributed to Buyer or the Seller Representative (on behalf of Sellers and USIP I Holders) solely and exclusively in accordance with Section 2.4(d) and the terms of the Escrow Agreement and shall not be available for any other payment to Buyer or any of its Affiliates. Notwithstanding the foregoing sentence, the limitations set forth in this Section 2.5 shall not apply to any claim arising from Fraud.
Adjustment Escrow Amount. Parent shall pay, or cause to be paid, the Adjustment Escrow Amount to the Escrow Agent.
Adjustment Escrow Amount. At the Closing, Buyer shall deliver (or cause to be delivered) to the Escrow Agent an amount equal to the Adjustment Escrow Amount pursuant to instructions given to Buyer by the Escrow Agent, which deposited amounts will be held, safeguarded and released pursuant to the terms of this Agreement and the Escrow Agreement.
Adjustment Escrow Amount. At the Closing, the Buyer shall deposit with the Escrow Agent an amount in cash equal to the Adjustment Escrow Amount, as collateral for the payment of any amount due the Buyer pursuant to Section 1.5(h) and shall be held by the Escrow Agent, subject to the provisions of Section 1.3(b), in accordance with the terms of the Escrow Agreement. The portion of the Adjustment Escrow Amount allocable to each Seller shall be determined by multiplying the portion released to the Sellers' Representative from the Adjustment Escrow Amount by the applicable Fraction. The Buyer shall pay all costs and fees of the Escrow Agent in connection with the Escrow Agreement and the administration of the Adjustment Escrow Amount.
Adjustment Escrow Amount. Within three (3) Business Days after the Closing Date, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds, Five Million U.S. Dollars ($5,000,000) (the “Adjustment Escrow Amount”) into a segregated non-interest-bearing account established pursuant to the Escrow Agreement and designated by the Escrow Agent in a written notice delivered to Purchaser at least three (3) Business Days prior to the Closing Date (the “Adjustment Fund”), for disbursement pursuant to this Agreement and the Escrow Agreement. Such deposit shall be made out of funds that otherwise would have been paid as consideration to the Seller, and the Adjustment Escrow Amount shall be deemed to have been deposited with respect to the Seller. Purchaser shall be treated as the owner of the Adjustment Fund and all taxable income earned thereon for all U.S. federal income Tax purposes until such amounts, if any, are distributed pursuant to this Agreement and the Escrow Agreement. The Adjustment Fund shall be available for the satisfaction of any Final Adjustment Amount pursuant to Section 1.6(f). I.6
Adjustment Escrow Amount. At the Closing, the Purchaser shall deliver to the Escrow Agent, out of the Estimated Purchase Price, a cash amount of $500,000 (the “Adjustment Escrow Amount”) to be held in a separate account (together with all income and interest earned or accrued thereon, the “Adjustment Escrow Fund”) as security for any downward adjustment to the Estimated Purchase Price pursuant to Section 1.4, to be held and distributed by the Escrow Agent in accordance with Section 1.4 of this Agreement and the Escrow Agreement.
Adjustment Escrow Amount. Buyer will have delivered the Adjustment Escrow Amount in accordance with Section 1.3.
Adjustment Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article II, Acquirer shall withhold from each Converting Holder’s applicable cash portion of the Merger Consideration payable to such Converting Holder pursuant to Section 2.3(a) such Converting Holder’s Pro Rata Share of the Adjustment Escrow Amount. The Adjustment Holdback Amount shall be deposited with the Escrow Agent as partial security for the obligations of the Converting Holders under Section 2.6(g), and shall be held and distributed in accordance with Section 2.6(f) and Section 2.6(g) and the Escrow Agreement.
Adjustment Escrow Amount. (a) At the Closing, Buyer and the Stockholders’ Representative shall enter into the Escrow Agreement with a nationally recognized escrow agent reasonably acceptable to the Company and Buyer (the “Escrow Agent”), in customary form reasonably acceptable to the Company and Buyer (the “Escrow Agreement”), pursuant to which Buyer will deposit a portion of the Closing Payment equal to $8,000,000 (the “Adjustment Escrow Amount”) into a designated non-interest bearing account (the “Adjustment Escrow Account”) maintained by the Escrow Agent. Except as otherwise provided in this Agreement, the Adjustment Escrow Amount shall be retained by the Escrow Agent until the date on which the Adjustment Amount is determined (such date of determination, the “Adjustment Escrow Release Date”) and the payments set forth in Section 2.8(f) are funded.
(b) In accordance with, and subject to, the provisions of this Agreement, including Section 2.8(f) and the Escrow Agreement, the applicable Party or Parties shall instruct the Escrow Agent to release and pay to Buyer or the Company Common Stockholders, as applicable, the applicable portion of the then-remaining funds in the Adjustment Escrow Account by wire transfer of immediately available funds to the account(s) designated by Buyer and the Stockholders’ Representative, as applicable, pursuant to this Agreement and the Escrow Agreement.
(c) The Parties agree to treat Buyer as the owner of the funds in the Adjustment Escrow Account for all Tax purposes until their release to Buyer or the Company Common Stockholders, as applicable, and the fees and expenses of the Escrow Agent shall be borne by Buyer.
