The Adjustment Escrow Cash shall be held and distributed in accordance with the provisions of Section 1.4 and the Escrow Agreement.
At the Closing, Acquirer shall deposit the Escrow Cash and the Adjustment Escrow Cash with an escrow agent mutually selected by Acquirer and Parent (the "Escrow Agent").
At the Closing Date, Buyer shall deposit the Escrow Cash and the Purchase Price Adjustment Escrow Cash into escrow (the "Escrow Fund") pursuant to the terms of the Escrow Agreement in substantially the form attached hereto as Exhibit H (the "Escrow Agreement").
The indemnification obligations under this Article V with respect to any Purchase Price Adjustment shall terminate upon (i) release of Purchase Price Adjustment Cash, if applicable, in satisfaction of a Purchase Price Adjustment in favor of Buyer, if any, or (ii) Escrow Agent's receipt of the Purchase Price Adjustment Escrow Cash Release Notice from Buyer.
In the event of a claim by Buyer for indemnity as a result of the Closing Net Working Capital Deficit exceeding the 8/20/97 Net Working Capital Deficit by an amount greater than $100,000 is made by written notice to Escrow Agent and Seller, Buyer shall initially proceed to recover such deficiencies from the Purchase Price Adjustment Escrow Cash.