Purchase Price Adjustment Escrow. On or before the Closing Date, but no later than immediately prior to the Effective Time, Parent, the Escrow Agent and the Equityholder Representative shall enter into the Escrow Agreement, the cost of which shall be borne one-half by Parent and one-half by the Company. Simultaneously with the Closing, the Purchase Price Adjustment Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account (the "Purchase Price Adjustment Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement. The Escrow Agent shall hold the Purchase Price Adjustment Escrow Fund and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. The amount so withheld from each Equityholder shall be equal to (a) the Purchase Price Adjustment Escrow Amount multiplied by (b) such Equityholder's Applicable Percentage as set forth on Final Schedule I. The Purchase Price Adjustment Escrow Fund shall be distributed in accordance with Sections 2.7(c)(i) and (ii) and the terms of the Escrow Agreement.
Purchase Price Adjustment Escrow. At the Closing (as defined in the Agreements), Buyer shall deliver the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "PURCHASE PRICE ADJUSTMENT ESCROW AMOUNT") to Comerica Bank - California (the "ESCROW AGENT") to be held in a segregated interest-bearing account as provided for in this Section 1.1 (the "PURCHASE PRICE ADJUSTMENT ESCROW"). On or before the fifth (5th) day following the final determination of the Second Quarter Balance Sheets (as defined below) (such date being hereinafter referred to as the "SETTLEMENT DATE"): (a) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the balance sheets of PWUK, Moebius and PWBV, each dated as of April 30, 1997 (collectively, the "APRIL 30 BALANCE SHEETS") is less than Fifty Thousand Dollars ($50,000), no adjustment shall be made to the Purchase Price in both Agreements and the entire Purchase Price Adjustment Escrow Amount shall be paid to PWUK on behalf of all Sellers promptly thereafter; and (b) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the April 30 Balance Sheets is equal to or greater than Fifty Thousand Dollars ($50,000), the excess, together with actual interest earned thereon paid from the Closing Date (as defined in the Agreements) to the Settlement Date (the "PURCHASE PRICE ADJUSTMENT"), shall be deducted equally from the Purchase Price paid under both Agreements and paid to Buyer from the Purchase Price Adjustment Escrow and the remaining Purchase Price Adjustment Escrow Amount, together with actual interest earned thereon, shall be paid to PWUK on behalf of all Sellers promptly thereafter.
Purchase Price Adjustment Escrow. At the Closing, U.S. Parent shall pay the Purchase Price Adjustment Escrow Amount by wire transfer of immediately available funds into a separate account (the “Purchase Price Adjustment Escrow Account”) with the Escrow Agent pursuant to the Escrow Agreement. The Escrow Agent shall hold the Purchase Price Adjustment Escrow Fund and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement. The Purchase Price Adjustment Escrow Fund shall be distributed in accordance with Sections 2.12(c)(i) and 2.12(c)(ii) and the terms of the Escrow Agreement and this Agreement.
Purchase Price Adjustment Escrow. Notwithstanding anything to the contrary contained in Section 1.2(a), Section 1.3(b) and Section 1.3(c) or elsewhere in this Agreement, Purchaser shall withhold from the Per Holder Aggregate Share Consideration Amount otherwise payable to each Seller pursuant to Section 1.2(a), from the consideration otherwise payable to each Holdings Equityholder pursuant to the terms of the applicable Holdings Equity Agreement, and from the consideration otherwise payable to each LTIP Participant pursuant to the terms of the LTIP, an amount equal to such Consideration Recipient’s Pro Rata Portion of the Purchase Price Adjustment Escrow Amount for contribution to the Purchase Price Adjustment Escrow Fund. The Escrow Agent shall hold the Purchase Price Adjustment Escrow Fund as security for any amount payable to Purchaser pursuant to Section 1.5(d) or Section 9.3(a)(ii), in accordance with the terms and conditions set forth in this Agreement and in the Purchase Price Adjustment Escrow Agreement.
Purchase Price Adjustment Escrow. At Closing, the Buyer shall deposit an amount equal to $500,000 of the Base Purchase Price (the “Escrow Amount”) with an escrow agent (the “Escrow Agent”). The Escrow Amount shall be administered in accordance with the provisions of an Escrow Agreement (the “Escrow Agreement”), in a form reasonably acceptable to the parties, by and among Buyer, Seller and Escrow Agent, at or prior to Closing.
Purchase Price Adjustment Escrow. Upon final determination by Acquiror and Stockholders’ Agent pursuant to Section 2.15 of the Merger Agreement of any payments due thereunder:
(i) if payment is due to Acquiror, (A) Acquiror and Stockholders’ Agent shall issue a joint written instruction to the Escrow Agent to distribute, and the Escrow Agent shall so distribute, to Acquiror an amount in cash equal to such payment from (x) the PPA Escrow and (y) to the extent the PPA Escrow is insufficient to provide full payment to Acquiror as required by Section 2.15(e) of the Merger Agreement, from the Indemnification Escrow, and (B) after giving effect to any payment required to be made to Acquiror pursuant to clause (A), the Escrow Agent shall promptly distribute any amounts remaining in the PPA Escrow to the Security Holders; and
(ii) if payment is not due to Acquiror, Acquiror and Stockholders’ Agent shall issue a joint written instruction to the Escrow Agent to distribute, and the Escrow Agent shall so distribute, the entire PPA Escrow to the Security Holders.
Purchase Price Adjustment Escrow. (i) Upon determination of the adjustments to the Purchase Price pursuant to Section 1.2(d) of the Stock Purchase Agreement, the Sellers' Representative shall provide written notice (the "Notice") to the Escrow Holder and the Buyer as to the allocation of the distribution of the Purchase Price Adjustment Escrow to each of the Sellers and/or the Buyer as a result of such adjustments. The Escrow Holder shall distribute the Purchase Price Adjustment Escrow to the Sellers and/or the Buyer in accordance with the amounts set forth in the Notice either (1) immediately upon receipt of Buyer's written confirmation that it concurs with the allocation of the Purchase Price Adjustment Escrow set forth in the Notice or (ii) on the thirtieth (30th) day following the Escrow Holder's receipt of the Notice, unless the Buyer has notified the Escrow Holder and the Seller in writing within twenty (20) days following the Buyer's receipt of the Notice that the Buyer disputes such allocation (a "Notice of Objection"). The Notice of Objection shall set forth in reasonable detail the basis for the Buyer's dispute with such allocation.
(ii) If the Escrow Holder receives a Notice of Objection, then the Escrow Holder shall pay to the Sellers and the Buyer that portion of the amounts set forth in the Notice, if any, not disputed by the Notice of Objection and shall not pay the disputed portion of such amounts until it receives (1) joint written instructions from the Buyer and the Sellers' Representative as to their agreed disposition of the disputed portion of such amounts or (2) a final court or arbitration order disposing of the disputed portion of such amounts (either of (1) or (2) is referred to herein for purposes of this Section 4(a) as a "Disposition Document"). Upon receipt of a Disposition Document as to any amounts set forth in the Notice, the Escrow Holder shall pay such amounts allowed to the Sellers and the Buyer by the Disposition Document.
(iii) Any interest earned on the Purchase Price Adjustment Escrow funds from the date hereof until the date of the final distribution of any Purchase Price Adjustment Escrow amount, shall be distributed on the date of such final distribution pro rata to each Seller and the Buyer in proportion to their respective share of all distributions of the Purchase Price Adjustment Escrow.
(iv) Nothing set forth in this Agreement is intended to limit the amounts due and payable to the Sellers or the Buyer pursuant to the Post Closing Adjustments ...
Purchase Price Adjustment Escrow and related matters 2.1 Net Working Capital and Accounts Receivable Adjustments.
Purchase Price Adjustment Escrow. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that, at the Closing, Seller shall deposit (via diversion of a portion of the Purchase Price otherwise due at Closing) into escrow (the "Purchase Price Adjustment Escrow") with an escrow agent or company as may be agreed upon by the Parties (the "Price Adjustment Escrow Agent"), $1,250,000 (the "Purchase Price Adjustment Escrow Amount") in immediately available U.S. funds pursuant to an escrow agreement reasonably agreeable to, and by and among, Buyer, Seller and the Price Adjustment Escrow Agent (the "Price Adjustment Escrow Agreement"). Upon receipt of the Purchase Price Adjustment Escrow Amount, the Price Adjustment Escrow Agent shall immediately deposit the Purchase Price Adjustment Escrow Amount into an interest-bearing account. The Purchase Price Adjustment Escrow Amount shall be held until such time as the Adjustment Amount is final and binding (the
Purchase Price Adjustment Escrow
