Adjustment Escrow Release Clause Samples
The Adjustment Escrow Release clause governs the conditions and process for releasing funds held in escrow to account for post-closing adjustments in a transaction. Typically, this clause specifies the timeline, required documentation, and any dispute resolution mechanisms that must be satisfied before the escrowed funds are distributed to the appropriate party. Its core practical function is to ensure that any necessary financial adjustments after closing are properly settled, thereby protecting both parties from unforeseen liabilities or discrepancies.
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Adjustment Escrow Release. If the Purchase Price set out in the final Closing Statements (the "Closing Statement Purchase Price") is greater or less than the Estimated Purchase Price, an adjusting payment shall be made, as follows:
(a) if the Closing Statement Purchase Price is greater than the Estimated Purchase Price (such difference being the "Final Positive Adjustment Amount"), then within five Business Days of the Closing Statement becoming final (by agreement or deemed amendment) in accordance with Section 2.7 (i) the Purchaser and the Vendors' Representative shall execute and deliver an irrevocable joint written direction to the Escrow Agent directing it to release the entire Adjustment Escrow Amount to the Vendors; and (ii) the Purchaser shall pay an amount equal to the Final Positive Adjustment Amount to the Vendors in accordance with each Vendor's Pro Rata Share of the Final Positive Adjustment Amount and in accordance with the instructions of the Vendors' Representative; or
(b) if the Closing Statement Purchase Price is less than the Estimated Purchase Price (such difference being the "Final Negative Adjustment Amount"), then within five Business Days of the Closing Statement becoming the final Closing Statement: (i) if the Final Negative Adjustment Amount is less than or equal to the Adjustment Escrow Amount, the Purchaser and the Vendors' Representative shall execute and deliver an irrevocable joint written direction to the Escrow Agent directing it to (A) release an amount equal to the Final Negative Adjustment Amount to the Purchaser from the Adjustment Escrow Amount by wire transfer of immediately available funds to an account designated by the Purchaser in writing; and (B) release the balance of the Adjustment Escrow Amount, if any, to the Vendors' Representative in trust for the Vendors; and (ii) if the Final Negative Adjustment Amount is greater than the Adjustment Escrow Amount (the difference of such amounts being the "Adjustment Escrow Deficit"), the Vendors will each pay to the Purchaser by wire transfer of immediately available funds, their Pro Rata Share of the Adjustment Escrow Deficit.
Adjustment Escrow Release. As soon as reasonably practicable (but in any event within three business days) after the Closing Working Capital and each of the Purchase Price Components have become final and binding in accordance with Section 1.5, Buyer and the Seller Representative shall direct the Escrow Agent to release to Sellers in accordance with their relative Pro Rata Interests all of the remaining Adjustment Escrow Amount, if any, in excess of any portion of the Adjustment Escrow Amount that is to be released by the Escrow Agent to Buyer to settle the payment of any Overstatement pursuant to Section 1.5(d)(2).
Adjustment Escrow Release. Upon payment of the Purchase Price adjustment payment contemplated by this Section 2.5, Buyer and the Seller Representative shall promptly instruct the Escrow Agent to release and pay to the Paying Agent (for further distribution to the Company Securityholders in accordance with the Closing Consideration Allocation Certificate and Allocation Methodology) the remaining balance of the Adjustment Escrow Account (following any release to the Buyer in accordance with Section 2.5(b) above), if any.
Adjustment Escrow Release. Within five (5) days after the determination of the Final Closing Statement, Buyer and Seller shall execute and deliver joint written instructions to the Escrow Agent instructing it to disburse all of the funds in the Adjustment Escrow Account as follows: (A) to Buyer, the amount (if any) payable to Buyer under Section 2.3(g)(i) and (B) to Seller, the amount equal to all of the funds in the Adjustment Escrow Account, minus the amount (if any) payable to Buyer under Section 2.3(g)(i).