Purchase Price Adjustment Escrow Agreement definition

Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement, dated as of the Closing Date, among the Representative, on behalf of the Fully-Diluted Stockholders, the Escrow Agent, and Parent, substantially in the form of Exhibit C hereto or as otherwise agreed to by the parties thereto, as such agreement may be amended from time to time.
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Purchase Price Adjustment Escrow Agreement has the meaning given in Section 2.2(B)(1).
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Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement entered into concurrently herewith and attached hereto as Exhibit B.
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Examples of Purchase Price Adjustment Escrow Agreement 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.

  • Except as expressly set forth herein or in the Purchase Price Adjustment Escrow Agreement, the Local Sellers’ Escrow Agreement or the Oronite Escrow Agreement, whether or not the transactions contemplated hereby are consummated, all costs and expenses (including, without limitation, legal, financial advisory and accounting fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring such costs and expenses.

  • The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement.

  • The Purchase Price Adjustment Escrow Amount shall be utilized to fund any obligations of Sellers pursuant to any adjustment to the Estimated Purchase Price pursuant to Section 2.3 (and any amounts not so utilized will be released to Oronite and the Local Sellers’ Trustee as provided herein), and will be held by the Purchase Price Adjustment Escrow Agent in escrow subject to the terms and conditions of the Purchase Price Adjustment Escrow Agreement and this Agreement.

  • The Representative has all requisite power and authority to execute and deliver this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement.

  • Each of the Balance Sheet Escrow Amount and the Indemnity Escrow Amount, respectively, will be available to satisfy amounts owed by Sellers to Purchaser under this Agreement in accordance with the terms of this Agreement and each of the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement, respectively.

  • Regular full-time and part-time employees of the Companies, as defined in the Plan document, who have completed at least one year of employment and are not covered by a collective bargaining agreement, are eligible to enroll in the Plan.

  • To the extent funds available under the Purchase Price Adjustment Escrow Agreement are insufficient to make such payment to Purchaser in full, each Seller shall pay such deficiency (based on such Seller's Proportionate Share) to Purchaser at the same time as payment is required to be made from escrow under such Escrow Agreement.

  • Because seasonal supply often outstrips demand, a considerable amount of this output ends up wasted.

  • The list of Local Sellers set out as Exhibit A to each of the Agreement, the Buyer Guaranty, the Local Sellers’ Escrow Agreement and the Purchase Price Adjustment Escrow Agreement is hereby amended and restated to be and read in its entirety as set out in Annex A attached hereto.


More Definitions of Purchase Price Adjustment Escrow Agreement

Purchase Price Adjustment Escrow Agreement means an agreement between Buyer, Seller and the Escrow Agent, entered into in accordance with Section 13.5.
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Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement, by and among Purchaser, the Sellers’ Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit O.
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Purchase Price Adjustment Escrow Agreement means the Escrow Agreement to be entered into by and among Buyer, the Shareholder Representative, and the Escrow Agent, in the form attached hereto as Exhibit E-2.
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Related to Purchase Price Adjustment Escrow Agreement

  • 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 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.

  • 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.

  • 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.

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

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

  • 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.

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

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

  • 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.

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

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

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

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

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

  • Escrow Amount has the meaning set forth in Section 2.1(c).