Common use of Administration of Cash Escrow Account Clause in Contracts

Administration of Cash Escrow Account. The Escrow Agent shall administer the Cash Escrow Account as follows: (a) In the event that there is a Net Asset Value Shortfall (including any Collection Shortfall or Inventory Shortfall that remains unpaid ten (10) days after demand for payment thereof by Purchaser or Acquisition Sub to the Company Shareholders), the Purchase Price shall be reduced by the amount of such Net Asset Value Shortfall. Purchaser or Acquisition Sub shall provide to the Escrow Agent and the Shareholder Representatives written notice of the amount of such Net Asset Value Shortfall, and such amount, including any interest accrued thereon (or such lesser amount as is then held in the Cash Escrow Account), shall be paid to Purchaser by Escrow Agent within three (3) business days after receipt of such notice. (b) Any cash remaining in the Cash Escrow Account after payment of the Net Asset Value Shortfall amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders pursuant to Section 6(a) hereof. (c) In the event that the Net Asset Value Shortfall exceeds the amount of Escrowed Cash available, Purchaser's recovery of cash pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Cash available.

Administration of Cash Escrow Account. The Escrow Agent shall administer the Cash Escrow Account as follows: (a) In the event that there is a Net Asset Value Shortfall (including any Collection Shortfall or Inventory Shortfall that remains unpaid ten (10) days after demand for payment thereof by Purchaser or Acquisition Sub to the Company Shareholders), the Purchase Price shall be reduced by the amount of such Net Asset Value Shortfall. Purchaser or Acquisition Sub shall provide to the Escrow Agent and the Shareholder Representatives Representative written notice of the amount of such Net Asset Value Shortfall, and such amount, including any interest accrued thereon (or such lesser amount as is then held in the Cash Escrow Account), shall be paid to Purchaser by Escrow Agent within three (3) business days after receipt of such notice. (b) Any cash remaining in the Cash Escrow Account after payment of the Net Asset Value Shortfall amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders pursuant to Section 6(a) hereof. (c) In the event that the Net Asset Value Shortfall exceeds the amount of Escrowed Cash available, Purchaser's recovery of cash pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Cash available.

Administration of Cash Escrow Account. The Escrow Agent shall administer the Cash Escrow Account as follows: (a) In the event that there is a Net Asset Value Shortfall (including any Collection Shortfall or Inventory Shortfall that remains unpaid ten (10) days after demand for payment thereof by Purchaser or Acquisition Sub to the Company ShareholdersShareholder), the Purchase Price shall be reduced by the amount of such Net Asset Value Shortfall. Purchaser or Acquisition Sub shall provide to the Escrow Agent and the Company Shareholder Representatives written notice of the amount of such Net Asset Value Shortfall, and such amount, including any interest accrued thereon (or such lesser amount as is then held in the Cash Escrow Account), shall be paid to Purchaser by Escrow Agent within three (3) business days after receipt of such notice. (b) Any cash remaining in the Cash Escrow Account after payment of the Net Asset Value Shortfall amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders Shareholder pursuant to Section 6(a) hereof. (c) In the event that the Net Asset Value Shortfall exceeds the amount of Escrowed Cash available, Purchaser's recovery of cash pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Cash available.