Common use of Final Adjustment to the Estimated Closing Cash Purchase Price Clause in Contracts

Final Adjustment to the Estimated Closing Cash Purchase Price. If the Adjusted Closing Net Working Capital is such that Sections 2.4(d) and/or 2.5 do not require an adjustment to the Estimated Closing Cash Purchase Price, then the Escrow Agent shall disburse to the Members’ Representative the Balance Sheet Escrow within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d) and/or 2.5. If the Adjusted Closing Net Working Capital is such that Sections 2.4(d) or 2.5 require an adjustment to the Estimated Closing Cash Purchase Price, any amount due to the Members by FAAC in excess of the Balance Sheet Escrow shall be paid by FAAC to the Members’ Representative, and any amount due to FAAC from the Members shall be satisfied from the Balance Sheet Escrow Property with the FAAC common stock then in the Balance Sheet Escrow valued at the Average Share Value. If the amount due FAAC is in excess of the Balance Sheet Escrow Property, then such excess shall be paid to FAAC by the Members within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d) and/or 2.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Fortress America Acquisition CORP), Membership Interest Purchase Agreement (Fortress America Acquisition CORP)

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Final Adjustment to the Estimated Closing Cash Purchase Price. If the Adjusted Closing Net Working Capital is such that Sections 2.4(d) and/or 2.5 do not require an adjustment to the Estimated Closing Cash Purchase Price, then the Escrow Agent shall disburse to the Members’ Representative the Balance Sheet Escrow within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d) and/or 2.5. If the Adjusted Closing Net Working Capital is such that Sections 2.4(d) or 2.5 require an adjustment to the Estimated Closing Cash Purchase Price, any amount due to the Members by FAAC in excess of the Balance Sheet Escrow shall be paid by FAAC to the Members’ Representative, and any amount due to FAAC from the Members shall be satisfied paid to FAAC by the Escrow Agent from the Balance Sheet Escrow Property with the FAAC common stock then in the Balance Sheet Escrow valued at the Average Share Value. If and, if the amount due FAAC is in excess of the Balance Sheet Escrow PropertyEscrow, then such excess shall be paid to FAAC by the Members within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d) and/or 2.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fortress America Acquisition CORP)

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Final Adjustment to the Estimated Closing Cash Purchase Price. If the Adjusted Closing Net Working Capital is and the Closing Cash are such that Sections 2.4(d2.3(d) and/or 2.5 2.4 do not require an adjustment to the Estimated Closing Cash Purchase Price, then the Escrow Agent shall disburse to the Members’ Representative Shareholder the Balance Sheet Escrow within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d2.3(d) and/or 2.52.4. If the Adjusted Closing Net Working Capital is or the Closing Cash are such that Sections 2.4(d2.3(d) or 2.5 2.4 require an adjustment to the Estimated Closing Cash Purchase Price, any amount due to the Members Shareholder by FAAC ICF in excess of the Balance Sheet Escrow shall be paid by FAAC ICF to the Members’ RepresentativeShareholder, and any amount due to FAAC ICF from the Members Shareholder shall be satisfied paid to ICF by the Escrow Agent from the Balance Sheet Escrow Property with the FAAC common stock then in the Balance Sheet Escrow valued at the Average Share Value. If and, if the amount due FAAC ICF is in excess of the Balance Sheet Escrow PropertyEscrow, then such excess shall be paid to FAAC ICF by the Members Shareholder, all payments to be made within five (5) days after the finalization of the Closing Balance Sheet pursuant to Sections 2.4(d2.3(d) and/or 2.

Appears in 1 contract

Samples: Stock Purchase Agreement (ICF International, Inc.)

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