Examples of Closing Adjustment Escrow Amount in a sentence
For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed to Seller Representative for the benefit of Seller.
In the event that the Closing Date Cash Payment Adjustment results in a decrease in the Purchase Price, (x) the Closing Date Cash Payment Adjustment, up to the Closing Adjustment Escrow Amount, shall be released to the Buyer in accordance with the Escrow Agreement, and (y) if the Closing Date Cash Payment Adjustment exceeds the Closing Adjustment Escrow Amount, the Seller shall pay to the Buyer the remaining balance of such Closing Date Cash Payment Adjustment.
Payments to Buyer shall be paid (1) first from the Closing Adjustment Escrow Amount; (2) then, to the extent the Closing Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount; (3) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via wire transfer of immediately available funds to such account as is directed by Buyer; in each case, by the Post-Closing Payment Date.
If the Closing Cash Payment Adjustment is less than the Closing Adjustment Escrow Amount, the Purchaser and the Sellers’ Representative shall provide joint written instructions to the Escrow Agent instructing the Escrow Agent to release the balance of the Closing Adjustment Escrow Amount not so applied as provided in the preceding sentence to the Sellers in accordance with the Escrow Agreement.
If the Shortfall Amount exceeds the Closing Adjustment Escrow Amount, then, in addition to the foregoing, within five (5) Business Days following the Determination Date, the Seller shall pay to the Purchaser the amount by which the Shortfall Amount is in excess of the Closing Adjustment Escrow Amount, together with interest thereon at the Prime Rate accruing from the Closing Date to the date of payment.