INVENTORY ESCROW FUND Sample Clauses

INVENTORY ESCROW FUND. At the Closing, Buyer shall deliver to Inventory Escrow Agent $1,500,000 by wire transfer of immediately available funds pursuant to Section 2.7 of the Asset Purchase Agreement, to be held pursuant to this Agreement as security for the Inventory Adjustment, if any, to the Purchase Price, pursuant to the terms and conditions of Section 2.8 of the Asset Purchase Agreement. The funds held by Inventory Escrow Agent from time to time pursuant to this Agreement, together with all income and interest accrued thereon which has not been distributed pursuant to this Agreement, is referred to as the "Inventory Escrow Fund". Inventory Escrow Agent hereby agrees to hold the Inventory Escrow Fund in a separate and distinct account (the "INVENTORY ESCROW ACCOUNT") as a trust fund. The Inventory Escrow Fund shall not be subject to any lien, attachment, trustee process, or any other judicial process of any E-1 creditor of any party hereto, and shall be used solely for the purposes of and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement.