Common use of Escrow Adjustment Amount Clause in Contracts

Escrow Adjustment Amount. Based on the provisions of this Agreement, the adjustment of the Total Consideration can be decreased by a maximum amount of EUR 1,000,000 (“Escrow Adjustment Amount”). Parties have agreed that this Escrow Adjustment Amount will be held in escrow on the Escrow Account. The Purchaser and persons who are currently Related Parties of the Seller, who may continue to work following Closing for the benefit of the Purchaser, each represent and warrant that they will operate the business in the ordinary course and not take any actions directly intended to either accelerate income from future periods so that it is included in Actual EBIT FY 2011 or delay income that should have been included in Actual EBIT FY 2011 to future periods. 7/56 ARTICLE 4 - CONDITIONS PRECEDENT

Escrow Adjustment Amount. Based on the provisions of this Agreement, the adjustment of the Total Consideration can be decreased by a maximum amount of EUR 1,000,000 (“Escrow Adjustment Amount”). Parties have agreed that this Escrow Adjustment Amount will be held in escrow on the Escrow Account. The Purchaser and persons who are currently Related Parties of the Seller, who may continue to work following Closing for the benefit of the Purchaser, each represent and warrant that they will operate the business in the ordinary course and not take any actions directly intended to either accelerate income from future periods so that it is included in Actual EBIT FY 2011 or delay income that should have been included in Actual EBIT FY 2011 to future periods. 7/56 ARTICLE 4 - CONDITIONS PRECEDENT.