Escrow Adjustment Amount Sample Clauses
Escrow Adjustment Amount. Based on the provisions of this Agreement, the adjustment of the Total Consideration can be decreased by a maximum amount of EUR 1,000,000 (“Escrow Adjustment Amount”). Parties have agreed that this Escrow Adjustment Amount will be held in escrow on the Escrow Account. The Purchaser and persons who are currently Related Parties of the Seller, who may continue to work following Closing for the benefit of the Purchaser, each represent and warrant that they will operate the business in the ordinary course and not take any actions directly intended to either accelerate income from future periods so that it is included in Actual EBIT FY 2011 or delay income that should have been included in Actual EBIT FY 2011 to future periods. 7/56 ARTICLE 4 - CONDITIONS PRECEDENT
Escrow Adjustment Amount. If Parent and Purchaser agree on the estimates described in Section 2.8(a) or if Purchaser does not deliver a Preliminary Dispute Notice, the "Escrow Adjustment Amount" shall equal $10,000,000. If Parent and Purchaser do not agree on the amounts set forth in the Preliminary Dispute Notice, if any, by the Business Day immediately prior to the date scheduled for the Closing, then the "Escrow Adjustment Amount" shall equal $10,000,000 plus the amount, if any, by which (x) the Purchase Price as adjusted in accordance with Section 2.7 giving effect to the estimates set forth in the Preliminary Closing Statement (with any changes thereto mutually agreed to by Purchaser and Parent) exceeds (y) the Purchase Price as adjusted in accordance with Section 2.7 giving effect to the estimates set forth in the Preliminary Dispute Notice (with any changes agreed to by Purchaser and Parent).
Escrow Adjustment Amount. Buyer and Sellers agree that the Escrow Adjustment Amount is minus $871,020.
Escrow Adjustment Amount. Based on the provisions of this Agreement, the adjustment of the Total Consideration can be decreased by a maximum amount of EUR 1,400,000 (“Escrow Adjustment Amount”).
Escrow Adjustment Amount. Within fifteen (15) days after the Determination Date, Acquiror and the Holder Representative shall deliver to the Escrow Agent, joint written instructions (“Joint Written Instructions”) setting forth the Escrow Adjustment Amount as determined pursuant to Section 1.4 of the Merger Agreement. If, in accordance with Section 1.4(c)(vi) of the Merger Agreement, the Escrow Adjustment Amount is a positive number, then within five (5) Business Days after the receipt of such Joint Written Instructions the Escrow Agent shall release to the Holders all or a portion of the Escrow Account equal to the value of such positive Escrow Adjustment Amount. If, in accordance with Section 1.4(c)(vii) of the Merger Agreement, the Escrow Adjustment Amount is a negative number, then within five (5) Business Days after the receipt of such Joint Written Instructions the Escrow Agent shall release to the Acquiror all or a portion of the Escrow Account equal to the value of such negative Escrow Adjustment Amount.