Common use of Post-Closing Escrow Clause in Contracts

Post-Closing Escrow. At Closing, a portion of the Purchase Price equal to Eighty-Five Million Dollars ($85,000,000) less the Performance Deposit (the “Closing Escrow Amount”) will be delivered by Buyer to the Escrow Agent to serve along with the Performance Deposit as security in support of the indemnification obligations of Seller pursuant to Section 8.4. For purposes of this Agreement and the Escrow Agreement, the “Holdback Amount” shall equal the Closing Escrow Amount delivered by Buyer to the Escrow Agent at Closing plus the Performance Deposit. The Holdback Amount, together with the interest earned thereon from and after the Closing Date, is referred to herein as the “Escrow Fund.” The Escrow Fund shall be held in the Escrow Account and released in accordance with the provisions of this Section 2.4 and the Escrow Agreement. From time to time after Closing, the Escrow Agent shall be jointly instructed in writing by Seller and Buyer to release all or portions of then-remaining Escrow Fund to Buyer or to Seller, in each case, as provided below in this Section 2.4.