Adjustment Escrow Fund definition
Examples of Adjustment Escrow Fund in a sentence
The Sellers Representative and the Seller Parties (including the Cash Sellers) agree that the Buyer Parties’ maximum aggregate liability for any amounts payable by Buyer pursuant to Section 3.05(c)(ii) (excluding, for the avoidance of doubt, release of the Adjustment Escrow Fund) shall be $2,750,000, even if the final Closing Consideration exceeds the Estimated Closing Consideration by an amount that is greater than $2,750,000.
Buyer agrees that the Seller Parties’ maximum aggregate liability for any amounts payable to Buyer pursuant to this Section 3.05(c)(iii) shall be the Adjustment Escrow Fund, even if the Estimated Closing Consideration exceeds the final Closing Consideration by an amount that is greater than the amount of the Adjustment Escrow Fund.
Each Indemnifying Holder shall have the right to receive its Pro Rata Share of any disbursements to be made from the Adjustment Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement.