Purchase Price Adjustment Escrow Agreement definition

Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement, dated as of the Closing Date, among the Representative, on behalf of the Fully-Diluted Stockholders, the Escrow Agent, and Parent, substantially in the form of Exhibit C hereto or as otherwise agreed to by the parties thereto, as such agreement may be amended from time to time.
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Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement entered into concurrently herewith and attached hereto as Exhibit B.
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Purchase Price Adjustment Escrow Agreement means the escrow agreement in the form of Exhibit C.
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Examples of Purchase Price Adjustment Escrow Agreement in a sentence

  • As of immediately prior to or substantially simultaneously with the Closing, Parent will have sufficient funds to pay the Merger Consideration and to effect all other transactions contemplated by this Agreement and the Purchase Price Adjustment Escrow Agreement.

  • Each of the Balance Sheet Escrow Amount and the Indemnity Escrow Amount, respectively, will be available to satisfy amounts owed by Sellers to Purchaser under this Agreement in accordance with the terms of this Agreement and each of the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement, respectively.

  • Karst, President Title: ___________________________ XXNK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent By: _____________________________ Name: _____________________________ Title: _____________________________ SCHEDULE A INSTRUCTIONS TO ESCROW AGENT Pursuant to Section 4(a) of the Purchase Price Adjustment Escrow Agreement, Buyer and Seller hereby instruct Escrow Agent to invest the Escrow Funds as follows: ____ Notes or bills of the United States of America.

  • Karst, President Title: ___________________________ SCHEDULE B ESCROW AGENT FEE SCHEDULE RE: Purchase Price Adjustment Escrow Agreement One-Time Fee $500.00 Annual Administration Fee $0.00 Out-of-pocket Expenses: Out-of-pocket expenses may be charged at cost to cover ordinary business expenses for postage, checks, stationery, printing, messenger deliveries, and telephone.

  • The difference (positive or negative) between the Estimated Net Book Value and the Closing Date Net Book Value is referred to herein as the "Final Net Book Value Adjustment." Promptly upon receipt of such certification as provided above, the Escrow Agent shall pay the sums indicated in such certification to the parties entitled thereto by wire transfer of immediately available funds as provided in the Purchase Price Adjustment Escrow Agreement.

  • Any payment by Buyer to the Shareholders' Agents under this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement shall be considered a payment by Buyer to the Shareholders.

  • Purchaser agrees to pay to Wells Fargo Bank, National Association, as escrow agent (including its successors under the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement, the “Escrow Agent”), at the Closing, the Escrow Amount in cash payable by wire transfer of immediately available funds for deposit into an interest bearing escrow account.

  • Regular full-time and part-time employees of the Companies, as defined in the Plan document, who have completed at least one year of employment and are not covered by a collective bargaining agreement, are eligible to enroll in the Plan.

  • Purchaser agrees to pay to Xxxxx Fargo Bank, National Association, as escrow agent (including its successors under the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement, the “Escrow Agent”), at the Closing, the Escrow Amount in cash payable by wire transfer of immediately available funds for deposit into an interest bearing escrow account.

  • X’Xxxx Exhibit B Form of Purchase Price Adjustment Escrow Agreement Exhibit C Form of Indemnity Escrow Agreement Exhibit D Form of Note Exhibit E Notices If to Sellers or the Stockholders’ Representative: DeltaPoint Capital Management, LLC 00 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxx Xxxx 00000 Attn: Xxxxx X.


More Definitions of Purchase Price Adjustment Escrow Agreement

Purchase Price Adjustment Escrow Agreement has the meaning given in Section 2.2(B)(1).
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Purchase Price Adjustment Escrow Agreement means the Purchase Price Adjustment Escrow Agreement, by and among Purchaser, the Sellers’ Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit O.
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Purchase Price Adjustment Escrow Agreement means the Escrow Agreement to be entered into by and among Buyer, the Shareholder Representative, and the Escrow Agent, in the form attached hereto as Exhibit E-2.
Sample 1

Related to Purchase Price Adjustment Escrow Agreement

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

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

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

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

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

  • 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.

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

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • 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.

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

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

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

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

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

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • 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.

  • Base Purchase Price has the meaning set forth in Section 2.2.

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.