Adjustment to Estimated Aggregate Consideration Value Clause Samples

Adjustment to Estimated Aggregate Consideration Value. (i) If the Actual Adjustment is a positive amount, then within three (3) Business Days after the date on which the Aggregate Consideration Value is finally determined pursuant to Section 2.3(d) above, Parent OP shall distribute, or cause to be distributed, out of the proceeds of additional borrowings pursuant to the Financing which have the benefit of the Member Guarantees, to each of the Contributors an amount in cash equal to its Applicable Percentage Interest of such positive amount and Parent OP and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver an amount in cash equal to the Working Capital Escrow Amount to the Representative for further distribution to the Contributors in accordance with their Applicable Percentage Interests; and (ii) If the Actual Adjustment is a negative amount, then, subject to Section 10.7(e), within three (3) Business Days after the date on which the Aggregate Consideration Value is finally determined pursuant to Section 2.3(d) above, Parent OP and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent OP (from the Escrow Cash in the Escrow Account) Escrow Cash equal to the absolute value of such negative amount and, if the Working Capital Escrow Amount is greater than the absolute value of the Actual Adjustment, to distribute the amount by which the Working Capital Escrow Amount exceeded the absolute value of the Actual Adjustment to the Representative for further distribution to the Contributors in accordance with their Applicable Percentage Interests. In the event that the Working Capital Escrow Amount is less than the absolute value of the Actual Adjustment, then the instruction described in the preceding sentence shall include a joint written instruction to the Escrow Agent instructing the Escrow Agent to deliver to Parent OP from the Escrow Units then remaining in the Escrow Account) Escrow Units equal in value (valued at the Parent Closing Price) to the difference between the absolute value of the Actual Adjustment and Working Capital Escrow Amount.