Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account, together with any interest accrued on the Adjustment Escrow Amount at that time.
Upon determination of the Adjustment Amount pursuant to Section 3.4(b) and Section 3.4(c), each of Acquiror and the Holder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse the Adjustment Escrow Funds in accordance with this Section 3.4(d).
At the Closing, Buyer shall deposit, or cause to be deposited, in the respective Escrow Accounts the Indemnity Escrow Shares, the Indemnity Escrow Funds, the Adjustment Escrow Shares and the Adjustment Escrow Funds, which such Escrow Shares, Escrow Funds, Adjustment Escrow Shares and Adjustment Escrow Funds shall be held and disbursed in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
In no event shall Acquiror be entitled to payment pursuant to this Section 3.4(d) of any amount in excess of the Adjustment Escrow Funds plus the Indemnification Escrow Funds.
In the event that Acquiror is entitled to payment pursuant to this Section 3.4(d) in an amount in excess of the Adjustment Escrow Funds (such excess, the "Adjustment Overage Amount"), Acquiror shall be entitled to payment of, and the Escrow Agent shall pay (concurrent with the payment of the Adjustment Escrow Funds), the Adjustment Overage Amount, from and to the extent of the Indemnification Escrow Funds.
Adjustment Escrow Funds means, at any given time after Closing, the funds remaining in the one or more accounts in which the Escrow Agent has deposited the Adjustment Escrow Amount in accordance with the Escrow Agreement, including remaining amounts of income actually earned.