Working Capital Escrow. A counterpart, duly executed by each of the Company Stockholder Representative and the Working Capital Escrow Agent, of the Working Capital Escrow Agreement.
Working Capital Escrow. (a) At or prior to the Closing, each of the Main Sellers and the Purchaser shall enter into the Escrow Agreement with the Escrow Agent in the form of Exhibit G.
Working Capital Escrow. On the Closing Date, Buyer shall pay to the Escrow Agent, as agent to Buyer and the Sellers’ Representative, into the Adjustment Escrow Account, the Adjustment Escrow Amount, in accordance with the terms of Section 1.9(b) of this Agreement and the Escrow Agreement, which Adjustment Escrow Amount, including any interest thereon, shall be held in escrow pursuant to the terms of the Escrow Agreement and shall be available to satisfy payment obligations of the Sellers to Buyer and/or to the Independent Accountant under this Section 1.3 (Working Capital Adjustment) of this Agreement. Pursuant to joint written instructions executed by Buyer and Sellers’ Representative to the Escrow Agent, either (i) promptly following determination of the Final Cash Consideration, if no amount is due to Buyer from Sellers with respect thereto, or, (ii) promptly following delivery to Buyer from the Adjustment Escrow Account of all amounts due with respect to the Final Closing Consideration, the Escrow Agent, within two (2) Business Days after receipt of such instructions, shall release the Adjustment Escrow Amount, or any remaining portion thereof, plus accrued interest thereon, to the Sellers’ Representative as set forth in the Escrow Agreement.
Working Capital Escrow. Notwithstanding the foregoing provisions of this Article II, on the Closing Date, Two Million Dollars ($2,000,000) of the Merger Consideration (the “Working Capital Escrow Amount”) otherwise payable to the holders of Common Shares and Options listed on Schedule 2.5 (the “Escrow Participating Holders”) shall be paid by Acquiror to Deutsche Bank AG, as escrow agent of the parties hereto (the “Escrow Agent”) to be held in escrow pending determination of the Adjustment Amount. The Working Capital Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of an escrow agreement in the form attached hereto as Annex D hereto (the “Escrow Agreement”). Upon final determination of the Adjustment Amount in accordance with Section 2.5(b) hereof, each of Acquiror and Holdings shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse the Working Capital Escrow Amount as set forth in this Section 2.5(d). If the Adjustment Amount is a positive number, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, (i) the Escrow Agent shall pay to the Escrow Participating Holders (pro rata, in accordance with their respective Applicable Percentages) the Working Capital Escrow Amount, together with all interest earned thereon, and (ii) Acquiror shall pay to the Escrow Participating Holders (pro rata, in accordance with their respective Applicable Percentages) the Adjustment Amount, as finally determined, together with interest thereon from the Closing Date to the date of payment at the rate of interest published in the “Money Rates” column of the Eastern Edition of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date. If the Adjustment Amount is a negative number, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, (A) the Escrow Agent shall pay to Acquiror out of the Working Capital Escrow Amount an amount equal to the absolute value of the Adjustment Amount, together with all interest earned on the absolute value of the Adjustment Amount, and (B) if the absolute value of the Adjustment Amount is less than the Working Capital Escrow Amount, the Escrow Agent shall pay to the Escrow Participating Holders (pro rata, in accordance with their respective Applicable Percentages) the balance of the Working Capital Escrow A...
Working Capital Escrow. (a) As of the date hereof, Mortgagor has deposited with the Mortgagee, and the Mortgagee acknowledges receipt of, the sum of [ AND /100THS DOLLARS ($ ) (the “Working Capital Escrow Funds”).
Working Capital Escrow. (a) As of the date hereof, Xxxxxxxxx has deposited with the Mortgagee, and the Mortgagee acknowledges receipt of, the sum of [ AND /100THS DOLLARS ($ ) (the “Working Capital Escrow Funds”).
Working Capital Escrow. On or prior to the Closing, pursuant to the Escrow Agreement, an amount equal to the Working Capital Escrow Amount shall be deposited in an escrow (separate from the Escrow Amount) at Closing pursuant to Section 2.10(a)(ii) and shall be held in escrow pursuant to the terms of Section 2.12 hereof and the Escrow Agreement. The Working Capital Escrow Amount shall be used, held and disbursed solely pursuant to Section 2.12 and shall not be used for any other purpose.
Working Capital Escrow. To provide a fund for purposes of the Final Working Capital Adjustment as set forth in Section 3.2 (the “Working Capital Escrow Claims”), Parent shall deposit $500,000 of the Aggregate Estimated Cash Consideration that the holders of Company Capital Stock are entitled to receive pursuant to Article III (the “Working Capital Escrow Amount”) with Escrow Agent, such deposit to constitute the “Working Capital Escrow Fund” and to be governed by the terms set forth herein and in the Escrow Agreement. The total amount which the Escrowed Stockholders shall be obligated to pay to Parent for purposes of the Final Working Capital Adjustment as set forth in Section 3.2 and this Section 10.3 shall not exceed the Working Capital Escrow Amount and the General Escrow Amount. Each Escrowed Stockholder’s proportionate interest in the Working Capital Escrow Fund shall be based on such stockholder’s proportionate interest in the Aggregate Estimated Cash Consideration payable to holders of Company Capital Stock that it is entitled to receive pursuant to Article III.
Working Capital Escrow. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Seller shall be deemed to have received, and is hereby deemed to have authorized Buyer to deposit with the Escrow Agent $250,000 (the “Working Capital Escrow Amount”) to be held in an escrow account (the “Working Capital Escrow Account”) to satisfy any Working Capital Deficit pursuant to Section 2.9 and to be subject to forfeiture to Buyer in accordance with the Escrow Agreement. Upon the conclusive determination of the Certified Working Capital, pursuant to the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days) following the date of such determination instruct the Escrow Agent to release the Working Capital Escrow Amount that was subject to the Working Capital Escrow Account (after giving effect to any deductions and/or payments to Buyer pursuant to the Escrow Agreement and Section 2.9(d)) pursuant to the Escrow Agreement.
Working Capital Escrow. The Company shall cause to be deposited pursuant to the terms of the Escrow General Agreement Two Hundred Thousand Dollars ($200,000) of the Purchase Price funded on the Closing Date in an escrow account to be used to fund the Company’s various working capital usages in the United States.
