Purchase Price Adjustment Escrow Amount. Upon receipt by Escrow Agent of a certificate signed by an authorized officer of each of Buyer (if at all) and Queensway Inc., stating how the Purchase Price Adjustment Escrow Amount is to be released to each of Buyer and Queensway Inc. (on behalf of itself and Queensway Limited), Escrow Agent shall, within three (3) Business Days after receipt of such certificate, release and disburse all of the Purchase Price Adjustment Escrow Amount (plus investment income thereon, as described in Section 23) in accordance with such certificate. If Buyer and Queensway Inc. are unable to agree upon the release and disbursement of the Purchase Price Adjustment Escrow Amount, then Escrow Agent shall release and disburse such funds only upon receipt of the letter (and only in accordance with the instructions contained in such letter) from the Independent Accounting Firm, as set forth in Section 3.4(c) of the Stock Purchase Agreement. Such release and disbursement by Escrow Agent shall be made with three (3) Business Days of the receipt by Escrow Agent of such letter. Release of Holdback Escrow Amount. Escrow Agent agrees to disburse the Holdback Escrow Amount as follows: Claim Amount. Upon receipt by Escrow Agent of a certificate signed by an officer of Argonaut (a "Claim Notice"), stating that Losses exist or are asserted, and specifying in reasonable detail the individual items of such Losses, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, Escrow Agent shall, subject to the provisions of this Section 3, deliver to Argonaut out of the Escrow, as promptly as practicable, upon liquidating permitted Escrow investments as set forth in Section 23, a portion of the Holdback Escrow Amount equal to the full amount of such Losses (the "Claim Amount"). Except as otherwise provided herein, any claim by Argonaut against the Escrow made in a Claim Notice pursuant to this Section 3 shall be referred to herein as a "Claim" or, if multiple, "Claims." Any delivery of the Claim Amount by Escrow Agent out of the Holdback Escrow Amount shall be subject to the terms and conditions set forth in Section 3(b) below.
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Sources: Stock Purchase Agreement
Purchase Price Adjustment Escrow Amount. Upon receipt by Notwithstanding anything to the contrary contained herein, Buyer shall withhold from the Closing Date Payment an amount equal to $250,000 (the “Purchase Price Adjustment Escrow Agent Amount”) for the purpose of a certificate signed by an authorized officer providing funds to satisfy the obligations of each of the Operating Companies and the ESOP Trust to pay any adjustments set forth in Section 3.1 hereof. On the Closing Date, Buyer (if at all) and Queensway Inc., stating how shall cause the Purchase Price Adjustment Escrow Amount is to be released delivered to each of Buyer and Queensway Inc. (on behalf of itself and Queensway Limited), the Escrow Agent shallpursuant to the Escrow Agreement by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Purchase Price Adjustment Escrow Amount shall be released pursuant the terms of the Escrow Agreement. Obligations of the Operating Companies to Buyer pursuant to the terms of Section 3.1 of this Agreement shall be satisfied first by payment from the Purchase Price Adjustment Escrow Amount, within three (3) Business Days after receipt but shall not be limited at any time to the value of such certificate, release the Purchase Price Adjustment Escrow Amount. The Operating Companies and disburse all the ESOP Trust acknowledge and agree that to the extent the amount and application of the Purchase Price Adjustment Escrow Amount (plus investment income thereonare insufficient to pay and discharge all amounts owing by the Operating Companies to Buyer pursuant to Section 3.1 hereof, as described in Section 23) in accordance with Buyer may pursue all rights and remedies hereunder, or under applicable law, against the Operating Companies for such certificate. If Buyer and Queensway Inc. are unable deficiency without resorting to agree upon the release and disbursement of the Purchase Price Adjustment Escrow Amount, then Escrow Agent shall release and disburse such funds only upon receipt of the letter (and only in accordance with the instructions contained in such letter) from the Independent Accounting Firm, as set forth in Section 3.4(c) of the Stock Purchase Agreement. Such release and disbursement by Escrow Agent shall be made with three (3) Business Days of the receipt by Escrow Agent of such letter. Release of Holdback Escrow Amount. Escrow Agent agrees to disburse the Holdback Escrow Amount as follows: Claim Amount. Upon receipt by Escrow Agent of a certificate signed by an officer of Argonaut (a "Claim Notice"), stating that Losses exist or are asserted, and specifying in reasonable detail the individual items of such Losses, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, Escrow Agent shall, subject to the provisions of this Section 3, deliver to Argonaut out of the Escrow, as promptly as practicable, upon liquidating permitted Escrow investments as set forth in Section 23, a portion of the Holdback Escrow Amount equal to the full amount of such Losses (the "Claim Amount"). Except as otherwise provided herein, any claim by Argonaut against the Escrow made in a Claim Notice pursuant to this Section 3 shall be referred to herein as a "Claim" or, if multiple, "Claims." Any delivery of the Claim Amount by Escrow Agent out of the Holdback Escrow Amount shall be subject to the terms and conditions set forth in Section 3(b) below.
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