Common use of Escrow Amounts Clause in Contracts

Escrow Amounts. At the Closing, Purchaser shall deposit (i) an amount equal to the Indemnity Escrow Amount into an escrow account with the Escrow Agent (the “Indemnity Escrow Account”) and (ii) an amount equal to the Working Capital Escrow Amount into an escrow account with the Escrow Agent (the “Working Capital Escrow Account”), in each case to be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement by and among Purchaser, the Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). Upon the terms and conditions set forth therein, the Escrow Agreement will provide for the disbursement of (A) the Working Capital Escrow Amount in accordance with Section 2.4 and (B) the Indemnity Escrow Amount in accordance with Article IX and the release of the remaining portion of the Indemnity Escrow Amount, if any, on the date that is the earlier of (1) the date upon which the final audit report is delivered with respect to the audited financial statements of Parent for the year ended on or about December 31, 2017 or (2) the eighteen-month anniversary of the Closing Date (the earlier such date, the “Expiration Date”), less amounts then being held by the Escrow Agent pending resolution of indemnification claims of Purchaser Indemnified Parties pursuant to Article IX (which shall be disbursed thereafter in accordance with the Escrow Agreement).