Examples of Post-Closing Adjustment Escrow Amount in a sentence
The Post-Closing Adjustment Escrow Amount will be deposited into an escrow account pursuant to Section 2.3(a) and the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit 8.2(a) with such changes reasonably requested by the Paying/Escrow Agent (the “Escrow Agreement”).
The Paying Agent shall distribute to each Company Securityholder who has tendered before such payment date his, her or its completed and duly executed Letter of Transmittal, such holder’s share of both the Post-Closing Adjustment Escrow Amount and the the Post-Closing Adjustment deposited by Parent based upon such holder’s entitlement to Merger Consideration computed after the Post-Closing Adjustment.
Buyer currently has, and at all times prior to the Closing will have, sufficient immediately available U.S. funds to enable Buyer to make payment of the aggregate amount of the Purchase Price, Company Expenses and the Buyer Post-Closing Adjustment Escrow Amount in full, to permit Buyer to perform in a timely manner all of its obligations under this Agreement and to consummate the transactions contemplated by this Agreement.
Buyer and the Seller shall act reasonably and in good faith to agree on the Post-Closing Adjustment Escrow Amount no later than June 24, 2005.
None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement shall survive the Closing, except (i) as provided in Section 8.4 to compensate Buyer out of the Post-Closing Adjustment Escrow Amount for Losses if the capitalization table in Schedule 3.2 is not accurate or (ii) in event of intentional fraud.