Payment of Adjustment Amount. If there is an Adjustment Amount, Buyer’s sole available method for recouping the Adjustment Amount shall be to reclaim shares out of the Indemnification Escrow, valued for this purpose at the Spindle Average Price as of the date of final determination of the Adjustment Amount (including final resolution of any dispute raised by Seller in an Objection Notice), by delivering a notice to the Escrow Agent instructing the Escrow Agent to cancel the appropriate number of shares out of the Indemnification Escrow. Any Accounts Receivable received by the Seller for which there has been a cancellation of shares out of the Indemnification Escrow shall be for the account of the Seller; provided, however, Seller shall utilize its reasonable efforts to assist in the collection of the Accounts Receivable within the AR Collection Deadline.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Spindle, Inc.)