Common use of Payment and Escrow Amount Clause in Contracts

Payment and Escrow Amount. Within 30 days after the first year 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 6 (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 (v) the resulting difference between 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 Amount and Seller shall owe no further amount to Purchaser.

Payment and Escrow Amount. Within 30 days On the one hundred twentieth (120th) day after the first year anniversary of Closing Date (the Closing "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 6 (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 (v) the resulting difference between Schedule 3(b)(i) less the Purchaser's credits associated with Section 3(b)(ii4(b), (iii) the total Monthly Revenue Equivalent Downward Adjustment credited to Purchaser pursuant to Section 4(c), and (iiiiv) the resulting 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 is equal to zero or 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

Payment and Escrow Amount. Within 30 days after of the first 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 6 (a6(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 16; (v) the resulting difference between Schedule 3(b)(i3(c)(i) less and the Purchaser's credits associated with Section 3(b)(ii), (iii3(c)(ii),(iii) and (iiiiv) (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 Amount and Seller shall owe no further amount to Purchaser.

Payment and Escrow Amount. Within 30 days after from the first year anniversary expiration of the Closing DateGuarantee 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 6 (a2(h) (the "Total Repurchase Amounts"); and (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 (v) the resulting difference between Schedule Section 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 Amount and Seller shall owe no further amount to PurchaserAmount.

Payment and Escrow Amount. Within 30 days after of the first year 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 6 (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 (viv) the resulting difference between Schedule 3(b)(i(i) less the Purchaser's credits associated with Section 3(b)(ii), (iiiii) 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 Amount and Seller shall owe no further amount to Purchaser.

Payment and Escrow Amount. Within 30 days after from the first year anniversary expiration of the Closing DateGuarantee 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 6 (a) (the "Total Repurchase Amounts"2(e); and (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 (v) the resulting difference between Schedule Section 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 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 equal to zero or 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 and Seller shall owe no further amount to Purchaserdeposited in the Escrow Account.