Purchase Price Adjustment Escrow definition

Purchase Price Adjustment Escrow. Amount” Section 2.02(e) “Purchaser Indemnified Party” Section 9.02 “Real Property Purchase Agreement” Section 6.18 “Resolution Period” Section 2.06(c) “Restricted Period” Section 6.06(a) “Review Period” Section 2.06(c) “Xxxxxxxxx Trust” Section 2.02(f) “Seller Indemnified Party” Section 9.03 “Sellers Representative” Preamble “Shares” Recitals “Surviving Representations” Section 9.01(a)
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Purchase Price Adjustment Escrow has the meaning set forth in Section 2.2(b).
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Purchase Price Adjustment Escrow means $500,000.
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Examples of Purchase Price Adjustment Escrow in a sentence

  • As of immediately prior to or substantially simultaneously with the Closing, Parent will have sufficient funds to pay the Merger Consideration and to effect all other transactions contemplated by this Agreement and the Purchase Price Adjustment Escrow Agreement.

  • The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.

  • The amount so withheld from each Equityholder shall be equal to (a) the Purchase Price Adjustment Escrow Amount multiplied by (b) such Equityholder's Applicable Percentage as set forth on Final Schedule I.

  • If the Deficit Adjustment is greater than the Purchase Price Adjustment Escrow Fund, the Parent Parties shall be entitled only to the amount then in the Purchase Price Adjustment Escrow Fund and no further amount.

  • It is always safer to share some best practise cases.Similarly, if qualified experts are monopolized in matrix organization it might lead to accumulation of work from the matrix but also a lack of implication of the local unit in the project.

  • Upon receipt of the Purchase Price Adjustment Escrow Amount, the Price Adjustment Escrow Agent shall immediately deposit the Purchase Price Adjustment Escrow Amount into an interest-bearing account.

  • Ex. B–E (Administrator Reports for November 2016 through February 2016 prepared by AFC showing the increase in PIK Accrual added to principal).

  • The Closing Date Payment less the Escrow Amount and the Purchase Price Adjustment Escrow Amount shall be paid and delivered to the Operating Companies at the Closing by wire transfer of immediately available funds to the account(s) designated in writing by Holdings at least two (2) Business Days prior to the Closing.

  • The Purchase Price Adjustment Escrow Amount shall be released pursuant the terms of the Escrow Agreement.

  • Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (X) from the Purchase Price Adjustment Escrow Fund, and (Y) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund.


More Definitions of Purchase Price Adjustment Escrow

Purchase Price Adjustment Escrow with The Bank of New York, as escrow agent, or, if The Bank of New York shall not agree to serve as escrow agent, to such other bank or trust company as may be mutually agreed by Buyer and Nexus Health Systems (the “Escrow Agent”) (the “Purchase Price Adjustment Escrow Fund”), (ii) deposit $4,900,000 (the “Indemnity Escrow Amount” and together with the Purchase Price Adjustment Escrow Amount, the “Escrow Amount”) into escrow (the “Indemnity Escrow”) with the Escrow Agent (the “Indemnity Escrow Fund” and together with Purchase Price Adjustment Escrow Fund, the “Escrow Funds”), (iii) pay Nexus Health Systems, as agent for all the Sellers, by wire transfer of immediately available funds to an account designated by Nexus Health Systems in writing at least two (2) Business Days prior to the Closing Date, an amount equal to the Closing Date Purchase Price and (iv) reimburse Sellers for TK Expenses paid by Sellers, the Company or the Company Subsidiaries on or prior to the Closing. The Purchase Price Adjustment Escrow Amount and the Indemnity Escrow Amount shall be disbursed in accordance with the terms and conditions of this Agreement and the escrow agreement in substantially the form attached as Exhibit C (the “Escrow Agreement”). The amounts held in the Escrow Funds shall be available to satisfy any payment required to be made pursuant to Section 2.4 below and any indemnification claims of Buyer Indemnitees made pursuant hereto (subject to the limitations set forth in Section 12.4 hereof).
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Purchase Price Adjustment Escrow. Period"), and shall be used solely as a source of payment to satisfy Seller's obligation, if any, to pay any difference between the Estimated Adjustment Amount and the final Adjustment Amount under Section 3.4 hereof. Such Purchase Price Adjustment Escrow Amount shall otherwise be administered and released during the Purchase Price Adjustment Escrow Period as specifically provided for herein and in the Price Adjustment Escrow Agreement.
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Related to Purchase Price Adjustment Escrow

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

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

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

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

  • 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.

  • 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.

  • 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.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

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

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

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Price has the meaning set forth in Section 2.2.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • 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.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.