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 2.5. In the event that the Members for any reason fails to make the payment contemplated in the previous sentence, then FAAC may bring an indemnification claim under ARTICLE IX and the Members shall be jointly and severally liable for that payment. Any earnings on the Balance Sheet Escrow Property, net of escrow expenses and taxes, shall be paid, pro rata, to the parties receiving distributions from the Balance Sheet Escrow Account. All sums payable by the Escrow Agent to the Members’ Representative under this Section 2.4(e) shall be paid by the Escrow Agent to an account or accounts designated by the Members’ Representative. The Members’ Representative shall be responsible for directing the distribution of the Balance Sheet Escrow (60% to Xxxxxxxxx and 40% to Xxxxxx) and the Escrow Agent shall be entitled to fully rely on such directions.

Final Adjustment to the Estimated Closing Cash Purchase Price. If the Adjusted Closing Net Working Capital is 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 MembersShareholders’ Representative 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 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 Shareholders by FAAC FSAC in excess of the Balance Sheet Escrow shall be paid by FAAC FSAC to the MembersShareholders’ Representative, and any amount due to FAAC FSAC from the Members Shareholders shall be satisfied paid to FSAC 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 FSAC is in excess of the Balance Sheet Escrow PropertyFunds, then such excess shall be paid to FAAC FSAC by the Members Shareholders 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. In the event that the Members Shareholders for any reason fails fail to make the payment contemplated in the previous sentence, then FAAC FSAC may bring an indemnification claim under ARTICLE IX and the Members Founders shall be jointly and severally liable for that paymentpayment in accordance with ARTICLE IX. Any earnings on the Balance Sheet Escrow PropertyFunds, net of escrow expenses and taxes, shall be paid, pro rata, to the parties receiving distributions from the Balance Sheet Escrow Account. All sums payable by the Escrow Agent to the MembersShareholders’ Representative under this Section 2.4(e2.3(e) shall be paid by the Escrow Agent to an account or accounts designated by the MembersShareholders’ Representative. The MembersShareholders’ Representative shall be responsible for directing the distribution of the Balance Sheet Escrow (60% pro-rata in proportion to Xxxxxxxxx and 40% to Xxxxxxthe Shareholders’ Proportionate Interests) and the Escrow Agent shall be entitled to fully rely on such directions.

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 2.5. In the event that the Members for any reason fails to make the payment contemplated in the previous sentence, then FAAC may bring an indemnification claim under ARTICLE IX and the Members shall be jointly and severally liable for that payment. Any earnings on the Balance Sheet Escrow Property, net of escrow expenses and taxes, shall be paid, pro rata, to the parties receiving distributions from the Balance Sheet Escrow Account. All sums payable by the Escrow Agent to the Members’ Representative under this Section 2.4(e) shall be paid by the Escrow Agent to an account or accounts designated by the Members’ Representative. The Members’ Representative shall be responsible for directing the distribution of the Balance Sheet Escrow (60% to Xxxxxxxxx Gxxxxxxxx and 40% to XxxxxxRxxxxx) and the Escrow Agent shall be entitled to fully rely on such directions.

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 2.5. In the event that the Members for any reason fails to make the payment contemplated in the previous sentence, then FAAC may bring an indemnification claim under ARTICLE IX and the Members shall be jointly and severally liable for that payment. Any earnings on the Balance Sheet Escrow PropertyFunds, net of escrow expenses and taxes, shall be paid, pro rata, to the parties receiving distributions from the Balance Sheet Escrow Account. All sums payable by the Escrow Agent to the Members’ Representative under this Section 2.4(e) shall be paid by the Escrow Agent to an account or accounts designated by the Members’ Representative. The Members’ Representative shall be responsible for directing the distribution of the Balance Sheet Escrow (60% pro-rata in proportion to Xxxxxxxxx and 40% to Xxxxxxthe Members’ Proportionate Interests) and the Escrow Agent shall be entitled to fully rely on such directions.