Post-Closing Adjustment Escrow Account definition

Post-Closing Adjustment Escrow Account means the account maintained by the Escrow Agent for purposes of maintaining the Post-Closing Adjustment Escrow Amount in accordance with the terms of this Agreement and the Escrow Agreement.
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Examples of Post-Closing Adjustment Escrow Account in a sentence

  • Any amounts payable to Operator and any amounts payable to the Exchange Agent pursuant Section 1.17(f) and Section 1.17(g) shall be offset against each other (i.e., only the net amount shall be paid to the applicable party and such amount shall be used for determining the amounts remaining in the Post-Closing Adjustment Escrow Account and any amount deducted from the Indemnification Escrow Account).

  • Parent and the Securityholders’ Agent shall jointly instruct the Escrow Agent to pay (subject to Section 1.6(b)) the Effective Time Holders in accordance with their respective Payout Percentages any amounts in the Post-Closing Adjustment Escrow Account that are not required to be paid to Parent pursuant to the preceding sentence.

Related to Post-Closing Adjustment Escrow Account

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Indemnity Escrow Amount means $3,000,000.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $152,300.00 plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Working Capital Escrow Amount means $2,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.