Adjustment Escrow Sample Clauses

Adjustment Escrow. Within five (5) days of the determination of the Final Closing Statement, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent instructing it to disburse all of the funds in the Adjustment Escrow Account as follows: (i) to Buyer, the amount (if any) payable to Buyer pursuant to Section 2.5(f)(i) and (ii) to Seller the remaining Adjustment Escrow Deposit by wire transfer of immediately available funds to accounts designated by Seller.

Adjustment Escrow. Within five (5) Business Days after the determination of the Final Closing Schedule, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent instructing it to disburse all of the funds in the Adjustment Escrow Account as follows: (i) to Buyer, the amount (if any) payable to Buyer pursuant to Section 2.4(f)(i), and (ii) to the Subsidiary Seller, the remaining funds in the Adjustment Escrow Account by wire transfer of immediately available funds to the Subsidiary Seller to an account designated by Seller.

Adjustment Escrow. (a) Before the Closing, the parties shall open an escrow (the "Escrow") for the purpose of ensuring the availability of cash to satisfy any required adjustment to the Purchase Price under Section 1.9 hereof (an "Adjustment"). The Adjustment Escrow shall be opened at Chicago Title Company in Los Angeles, California or such other institutional escrow holder mutually acceptable to the parties (the "Adjustment Escrow Holder"). The parties shall open the Escrow by executing and delivering, together with the Adjustment Escrow Holder, written escrow agreement(s) and instructions (the "Adjustment Escrow Agreement"). The terms and conditions of the Escrow Agreement shall be consistent with this Agreement unless the parties otherwise agree. (b) All amounts deposited by the Purchaser into the Adjustment Escrow at the Closing, and any interest thereon (the "Holdback Amount"), shall be retained in the Adjustment Escrow until termination of the escrow or the earlier disbursement of all or any portion of the Holdback Amount in satisfaction of any required Adjustment. The Holdback Amount may be invested by the Adjustment Escrow Holder in certificates of deposit, U.S. governmental obligations, or interest-bearing accounts as reasonably requested by the Seller. Subject to disbursement to the Purchaser in satisfaction of any required Adjustment, all interest accruing on the Holdback Amount shall be for the benefit of Seller. (c) Promptly following the determination of the amount of any Adjustment pursuant to Section 1.9, the Purchaser and the Seller shall execute and deliver joint written instructions to the Adjustment Escrow Holder regarding the disbursement of the Holdback Amount in accordance with such Section (the "Adjustment Payment Instructions"). Upon delivery of the Adjustment Payment Instructions to the Adjustment Escrow Holder, the Adjustment Escrow Holder shall promptly disburse the amounts to the Persons specified in such Payment Instructions. (d) The Adjustment Escrow shall remain open until the earlier of (a) the date on which all of the Holdback Amount has been disbursed pursuant to the Adjustment Payment Instructions, (b) the last day of the sixth calendar month following the Closing Date, unless the Escrow Holder has theretofore received written notice from Purchaser to the effect that there is a claim of Adjustment to which the Purchaser believes it is entitled under Section 1.9, which is unpaid on or before the 150/th/ day before the Closing Date, and whic...

Adjustment Escrow. On the Closing Date, the Buyer shall pay to the Escrow Agent, in immediately available funds, an amount equal to $1,000,000 (the “Adjustment Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment the Sellers are obligated to make to the Company pursuant to Section 3.4(k) shall: (i) first be paid by release of funds to the Company from the Adjustment Escrow Amount by the Escrow Agent within 5 Business Days after the date of notice of any sums due and owing is given to the Seller Representative (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the Buyer and shall accordingly reduce the Adjustment Escrow Amount; and (ii) second, to the extent the Adjustment Escrow Amount is insufficient to pay any remaining sums due, then, in the Company’s sole discretion, either (A) any remaining sums due shall be paid from the Indemnity Escrow Amount; or (B) the Sellers shall, severally and not jointly, be required to pay their respective Pro-rata Portion of any remaining sums due to the Company by wire transfer of immediately available funds within 5 Business Days after the date of such determination.

Adjustment Escrow. At the Closing, Buyer shall deposit with the Escrow Agent the Adjustment Escrow Cash into the Adjustment Escrow Account for the purpose of fully securing the obligations of the Company Security Holders to Buyer regarding a Post-Closing Deficit Amount under Section 2.8. The Adjustment Escrow Cash shall become issuable or payable, as applicable, to the Company Security Holders, if at all, in accordance with each Company Security Holder’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.8).

Adjustment Escrow. At the Closing, Buyer shall deposit the Adjustment Escrow Amount with the Escrow Agent, in accordance with the Escrow Agreement, to secure in part the payment of any negative Adjustment Amount to Buyer pursuant to this Section 2.4.

Adjustment Escrow. (a) At Closing, an aggregate amount equal to $10,000,000 (the “Adjustment Escrow”) shall be deducted from the aggregate amounts otherwise to be paid by the Escrow and Paying Agent to the Fully-Diluted Stockholders pursuant to Sections 4.3 and 4.4 and retained by the Escrow and Paying Agent subject to the Escrow Agreement. (b) Within fifteen (15) Business Days following the Closing Date, Parent shall prepare and deliver to the Holders Representatives a certificate setting forth Parent’s calculation of Merger Consideration (the “Adjusted Merger Consideration”). Such calculation shall be prepared using the same methods, principles, practices and policies as was required to be used in the preparation of the Preliminary Merger Consideration. Within ten (10) Business Days of receipt of the Parent’s calculation of the Adjusted Merger Consideration, the Holders Representatives may provide written notice (the “Objection Notice”) of any objections thereto (the “Objection Notice”) setting forth the specific item of the calculation to which such objection relates and the specific basis for such objection. If such Objection Notice is delivered in accordance with the preceding sentence, Parent and the Holders Representatives shall attempt in good faith to resolve any dispute set forth in the Objection Notice within twenty (20) Business Days from the delivery of the Objection Notice to Parent. If the Parent and Holders Representatives do not resolve such dispute in accordance with the preceding sentence, then the dispute shall be submitted to Deloitte & Touche LLP (the “Independent Auditors”) who shall make a final determination of such dispute within thirty (30) Business Days of submission of the matter to it. The decision of the Independent Auditors shall be final and binding on the parties hereto and the Fully-Diluted Stockholders. (c) In the event the Merger Consideration as finally determined or agreed to hereunder (the “Final Merger Consideration”) is less than the Preliminary Merger Consideration, the Holders Representatives and Parent shall promptly direct the Escrow and Paying Agent to disburse an aggregate amount of the Adjustment Escrow equal to such deficit to Parent in accordance with the terms of the Escrow Agreement; provided, in the event such deficit is in excess of the Adjustment Escrow, such excess shall be deducted from the Indemnity Escrow. In the event the Final Merger Consideration exceeds the Preliminary Merger Consideration, Parent shall pay with...

Adjustment Escrow. Prior to the Closing, the Seller and the Buyer shall create an escrow account (the “Adjustment Escrow Account”) by entering into an escrow agreement substantially in form attached hereto as Exhibit F (the “Adjustment Escrow Agreement”) with Wilmington Trust, as escrow agent (or its successor under the Adjustment Escrow Agreement, the “Adjustment Escrow Agent”). At the Closing, the Buyer shall deposit by wire transfer the Adjustment Escrow Amount into an account to be managed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and this Agreement.

Adjustment Escrow. Fund Section 2.5 Affiliate Section 3.2(c) Affiliated Group Section 3.8(c) Agreement Preamble Alternative Acquisition Agreement Section 6.1(b) Antitrust Laws Section 6.4(b) Antitrust Order Section 6.4(b) Articles of Merger Section 1.2 Bankruptcy and Equity Exception Section 3.4(a)