Common use of Payment and Escrow Amount Clause in Contracts

Payment and Escrow Amount. Within 30 days from the expiration of the Guarantee Period, Purchaser shall submit to Seller substantially in the form attached hereto as Schedule 3(b) along with all appropriate supporting documentation, a report reflecting: (i) the Escrow Amount; (ii) the total Repurchase Amounts, if any, credited to Purchaser calculated in accordance with Section 2(h) (the "Total Repurchase Amounts"); and (iii) the resulting difference between Section 3(b)(i) less the Purchaser's credits associated with Section 3(b)(ii) (the "Resulting Difference"). If Seller does not notify Purchaser of a dispute regarding such report within ten business days from the date such report is submitted by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Purchaser. If the Resulting Difference is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow Amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

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Payment and Escrow Amount. Within 30 days from after the expiration first year anniversary of the Guarantee PeriodClosing Date, Purchaser shall submit to Seller substantially in the form attached hereto as Schedule 3(b) along with all appropriate supporting documentation, a report reflecting: (i) the Escrow Amount; (ii) the total Repurchase Amounts, if any, credited to Purchaser calculated in accordance with Section 2(h6 (a) (the "Total Repurchase Amounts"); (iii) the MRR Downward Adjustment, if any, credited to Purchaser calculated in accordance with Section 6(b); (iv) the Conversion Adjustment, if any, credited to Purchaser calculated in accordance with Section 17 and (iiiv) the resulting difference between Section Schedule 3(b)(i) less the Purchaser's credits associated with Section 3(b)(ii), (iii) and (iii) (the "Resulting Difference"). If Seller does not notify Purchaser of a dispute regarding such report within ten business days from the date such report is submitted by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Purchaser. If the Resulting Difference is equal to zero or is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow AmountAmount and Seller shall owe no further amount to Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

Payment and Escrow Amount. Within 30 days from the expiration of the Guarantee Periodfirst year anniversary of the Closing Date, Purchaser shall submit to Seller substantially in the form attached hereto as Schedule 3(b3(c) along with all appropriate supporting documentation, a report reflecting: (i) the Escrow Amount; (ii) the total Repurchase Amounts, if any, credited to Purchaser calculated in accordance with Section 2(h6(a) (the "Total Repurchase Amounts"); and (iii) the MRR Downward Adjustment, if any, calculated in accordance with Section 6(b); (iv) the Conversion Adjustment, if any, credited to Purchaser calculated in accordance with Section 16; (v) the resulting difference between Section 3(b)(iSchedule 3(c)(i) less and the Purchaser's credits associated with Section 3(b)(ii3(c)(ii),(iii) and (iv) (the "Resulting Difference"). If Seller does not notify Purchaser of a dispute regarding such report within ten business days from the date such report is submitted by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Purchaser. If the Resulting Difference is a equal to zero or is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow AmountAmount and Seller shall owe no further amount to Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

Payment and Escrow Amount. Within 30 days from the expiration of the Guarantee Period, Purchaser shall submit to Seller substantially in the form attached hereto as Schedule 3(b) along with all appropriate supporting documentation, a report reflecting: (i) the Escrow Amount; (ii) the total Repurchase Amounts, if any, Defaulted Contract Credits credited to Purchaser calculated in accordance with Section 2(h) (the "Total Repurchase Amounts"2(e); and (iii) the resulting difference between Section 3(b)(i) less the Purchaser's credits associated with Section 3(b)(ii) (the "Resulting Difference"). If Seller does not notify Purchaser of a dispute regarding such report within ten business days from the date such report is submitted received by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Purchaser. If the Resulting Difference is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow Amount. Seller's guarantee of the Alarm Accounts and Non-Conforming Alarm Accounts shall in all events be limited to the Deferred Payment Amount deposited in the Escrow Account.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

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Payment and Escrow Amount. Within 30 days from the expiration of the Guarantee Periodfirst anniversary of the Closing Date, Purchaser shall submit to Seller substantially in the form attached hereto as Schedule 3(b) along with all appropriate supporting documentation, a report reflecting: (i) the Escrow Amount; (ii) the total Repurchase Amounts, if any, credited to Purchaser calculated in accordance with Section 2(h) 6 (the "Total Repurchase Amounts"); (iii) the Conversion Adjustment, if any, credited to Purchaser calculated in accordance with Section 17 and (iiiiv) the resulting difference between Section 3(b)(i(i) less the Purchaser's credits associated with Section 3(b)(ii(ii) and (iii) (the "Resulting Difference"). If Seller does not notify Purchaser of a dispute regarding such report within ten business days from the date such report is submitted by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Purchaser. If the Resulting Difference is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow AmountAmount and Seller shall owe no further amount to Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

Payment and Escrow Amount. Within 30 days from On the expiration of one hundred twentieth (120th) day after the Guarantee PeriodClosing Date (the "Reconciliation Date"), Purchaser shall submit to Seller substantially in on the form attached hereto as Schedule 3(b) ), along with all appropriate supporting documentation, a report reflecting: reflecting (i) the Escrow Deferred Payment Amount; , (ii) the total Repurchase Amounts, if any, Monthly Revenue Equivalent Upward Adjustment credited to Purchaser calculated in accordance with Seller pursuant to Section 2(h) (the "Total Repurchase Amounts"4(b); and , (iii) the total Monthly Revenue Equivalent Downward Adjustment credited to Purchaser pursuant to Section 4(c), and (iv) the resulting difference between Section 3(b)(i) less the Purchaser's credits associated with Section 3(b)(ii) sum (the "Resulting DifferenceSum"). If Seller does not notify Purchaser of a dispute regarding such report within with ten (10) business days from the date such report is submitted deemed received by Purchaser to Seller or if Seller notifies Purchaser of its acceptance of assent to such report, such report shall be deemed complete and accurate and Seller and Purchaser shall notify Escrow Agent to pay the sums computed below to Seller or Purchaser, as the case may be, and that the Escrow Account shall then be closed after the payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference Sum is a positive amount greater than the Deferred Payment Amount, then Seller and Purchaser shall instruct the Escrow Agent to first pay the Seller the entire Escrow Amount and Purchaser shall immediately pay Seller the amount by which the Resulting Difference and the remainder of Sum is greater than the Escrow Amount shall be paid by Escrow Agent to PurchaserAmount. If the Resulting Difference Sum is a negative amount, then Seller and Purchaser shall instruct the Escrow Agent to pay Purchaser the entire Escrow Amount and Seller shall owe no further amount to Purchaser. If the Resulting Sum is a positive amount but less than the Deferred Payment Amount., then Seller and Purchaser

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

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