Escrow Adjustment definition

Escrow Adjustment. “Escrow Agent”, “Escrow Agreement” and “Escrow Fund” have the meanings set forth in Section 2.4.
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Escrow Adjustment means the total number of shares by which the number of shares of Optioned Stock has been reduced as compensation of the Company or its affiliates for Losses pursuant to Section 7.3(d) (i) (2) of the Acquisition Agreement.
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Escrow Adjustment shall represent the current accrual of amounts to be paid out of the 1997 Senior Notes Escrow Account as follows: (i) $4,842,000 for the 12-month period ended on the Fiscal Quarter ending September 30, 1997; (ii) $7,263,000, for the 12- month period ended on the Fiscal Quarter ending December 31, 1997; and (iii) $9,684,000 for the 12-month period ended on the Fiscal Quarter ending March 31, 1998 and each Fiscal Quarter end thereafter; provided, however, such adjustment shall be made only so long as a semi-annual disbursement representing the semi-annual interest due on $79.0 million aggregate principal amount of the 1997 Senior Notes is being paid out of the 1997 Senior Notes Escrow Account, pursuant to the 1997 Senior Notes Escrow Agreement.
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Examples of Escrow Adjustment in a sentence

  • Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein.

  • If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment.

  • Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on the percentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDED, HOWEVER, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein.

  • Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Parties have agreed that this Escrow Adjustment Amount will be held in escrow on the Escrow Account.

  • Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any reasonable expenses under this Section 3.3 shall take priority over the payment of any Escrow Adjustment, as provided herein.

  • Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement "Damages") and any award of attorneys' fees and charges owing to Parent ------- pursuant to Section 2.3(c)(iv) or 12.2 of this Agreement (a "Prevailing Party ---------------- Award") shall be made by the release of Escrow Shares to Parent (each such ----- payment, an "Escrow Adjustment"), by the Escrow Agent.

  • Each Escrow Adjustment to the Escrow Fund will be made by the release to Merilus USA of a portion of the Escrow Fund having an aggregate value equal to the Damages and any Prevailing Party Award, with the per share value of any Escrow Shares being equal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Closing Date (the "Merilus USA Stock Price").

  • If the Adjustment Amount is greater than zero, Purchaser shall issue the Escrow Adjustment Shares and deposit such shares in the Escrow Fund within five (5) business days following the determination of the Escrow Adjustment Shares.

  • Wells Fargo sent a check in the amount of $4,671.27 to the Chapter 13 Trustee in connection with the Debtor’s 2014 Bankruptcy on or about March 10, 2016.The March 10, 2016 correspondence from Wells Fargo to the Chapter 13 Trustee included an escrow account disclosure statement dated March 4, 2016, which explains that the $4,671.27 check was for “[a]n Escrow Adjustment of $4,449.56, scheduled to be repaid through the bankruptcy.


More Definitions of Escrow Adjustment

Escrow Adjustment means that amount determined by multiplying (x) $400,000 less aggregate Annual Pro Forma Net Income (hereafter defined) represented by letters of intent (in substantially the form attached hereto as Exhibit 4.2(i)) to acquire the assets or all of the outstanding capital stock of, and enter into management services agreements with, eye care practices or ambulatory surgery centers that are binding on the Acquisition Targets (hereafter defined) to which the Corporation is a party on the tenth (10th) day prior to the Closing Date, that meet the Purchase Price Criteria (hereinafter defined) and which comply with Acquiror's financial, operational and legal due diligence standards (which the parties acknowledge includes an audit by an independent
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Escrow Adjustment is defined in Section 2.6(2)(a)(i) of the Agreement;
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Escrow Adjustment means the dollar amount resulting from the following formula: $333,750((A-70)/30) where "A" is the percentage (expressed as a number) of all outstanding shares of Company Common Stock held by persons who have signed a Release.
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Related to Escrow Adjustment

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Adjustment Escrow Amount means $1,000,000.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Spread Adjustment means 100 basis points.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • SOFR Adjustment means 0.10% (10 basis points).

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).