Adjustment Escrow Account definition
Examples of Adjustment Escrow Account in a sentence
The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.
The Adjustment Escrow Account will partially secure Parent’s right to receive payments in connection with any adjustment pursuant to Section 2.05, and the Indemnity Escrow Account will partially secure Parent’s right to receive payments in connection with any indemnification under Article X or Section 7.08.
At or prior to Closing, the Company may elect in its sole discretion to have a pro rata portion of the proceeds otherwise payable to the holders of Cash Converted Options hereunder withheld from the payments to such holders and contributed into the Adjustment Escrow Account and the Indemnity Escrow Account based on the holders’ pro rata portion of the proceeds hereunder.
Purchaser and the Seller shall jointly instruct the Escrow Agent to pay to Seller any amounts in the Adjustment Escrow Account that are not required to be paid to Purchaser pursuant to the preceding sentence.
The Escrow Agent shall hold the Adjustment Escrow Fund and the Indemnity Escrow Fund in escrow pursuant to this Agreement in the Adjustment Escrow Account and the Indemnity Escrow Account, respectively.