Common use of Closing Date Payments Clause in Contracts

Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c): (i) the Buyer shall, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts to the following Persons, in cash, by wire transfer of immediately available funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: (i) to the Escrow Agent, the sum representing the Escrow Amount to be held, administered and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); (ii) to all Persons to whom any Estimated Closing Date Indebtedness is owed, an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the Sellers. (ii) the Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheet.

Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c): (i) On the Buyer shallClosing Date, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts Ceding Company shall deliver to the following Persons, Reinsurer a closing statement in cash, by wire transfer the form of immediately available funds, in consideration of Schedule I (the purchase and sale of the Interests other than the Rollover Interests: (i) to the Escrow Agent, the sum representing the Escrow Amount to be held, administered and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b“Closing Statement”); . (ii) On the Closing Date, the Ceding Company shall initiate the transfer to all Persons the Trust Account on behalf of the Reinsurer of the Transferred Assets. (iii) On the Closing Date, the Ceding Company shall transfer to whom any Estimated the Reinsurer cash equal to the net amount due the Ceding Company as set forth in “Line Item 13 - Total Net Cash Settlement to/(from) RGA” of the Closing Statement. (iv) The Ceding Company and the Reinsurer agree that the Closing Date Indebtedness IMR Amount shall be calculated by the Ceding Company and ceded to and held by the Reinsurer, and the Ceding Company shall have no obligation to maintain any net Interest Maintenance Reserve related to any IMR Amounts. If this Agreement is owedterminated in accordance with Section 9.3 or Section 9.4, then the Ceding Company shall maintain the remaining Unamortized IMR Amount, calculated from and after the Recapture Date. (v) Notwithstanding the provisions of clause (ii) above, the Parties agree that to the extent that it is not practical to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date, the Ceding Company shall transfer such assets to the Trust Account as soon as practical thereafter, and the Parties shall cooperate in good faith to cause the transfer of such Transferred Assets at the earliest practical time; provided, that the Reinsurer shall have no obligation to fund the Trust Account to the extent of any deficiency due to the Ceding Company’s failure to transfer any one or more of the Transferred Assets to the Trust Account on the Closing Date pursuant to clause (ii) above until such time such Transferred Assets or cash equal to the Fair Market Value of such Transferred Assets as of the Effective Date are transferred by the Ceding Company to the Trust Account; provided, further, that all Transferred Assets required to be transferred to the Trust Account pursuant to clause (ii) above (or cash in an amount equal to the amount so owed Fair Market Value of such Transferred Assets as of the Effective Date) must be transferred to such Persons; the Trust Account no later than the fifth (iii5th) Business Day after the Closing Date. (vi) If more than ten percent (10%) of the aggregate Fair Market Value of the Transferred Assets required to all Persons to whom any Estimated be transferred on the Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the Sellers. clause (ii) above is transferred to the Buyer shall deliver Trust Account on any date following the second (or cause Buyer Parent to deliver)2nd) Business Day after the Closing Date (any such assets, in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase PriceDelayed Settlement Assets”) described on and the Allocation SpreadsheetCeding Company does not transfer cash in an amount of such excess by such date, which ordinary shares of Buyer Parent then the Parties shall be deemed work in good faith to have adjust the Aggregate Buyer Parent Share Value, Ceding Commission applicable to the Rollover Members, any such Delayed Settlement Assets consistent with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member “PPA Items 2(b)” and “PPA Item 2(d)” as set forth on in the Allocation SpreadsheetClosing Statement, reflecting an adjustment for the period from the Closing Date through the date of settlement of such asset.

Closing Date Payments. (1) At the Closing, in consideration the Purchaser will direct the Paying Agent to pay to the Vendors: (a) an amount equal to the Cash Consideration Amount, less Estimated Closing Indebtedness, less Estimated Transaction Expenses, less the Estimated Working Capital Deficit, if any, plus the Estimated Working Capital Excess, if any, plus the Estimated Closing Cash, less the Adjustment Escrow Amount, and less 50% of the purchase and sale Indemnity Escrow Amount, which payment shall be made to the Paying Agent for distribution to the Vendors in accordance with the Paying Agent Agreement; and (b) the Consideration Share Amount, less 50% of the Interests pursuant to Section 1.1 and subject Indemnity Escrow Amount, which amount the Purchaser shall pay by way of the issuance of the Consideration Shares to the further adjustments described Vendors in Section 2.2(c): (i) the Buyer shallaccordance with each Vendor's Pro Rata Share and registration instructions, pursuant to written wire transfer instructions each as set forth on the Allocation Spreadsheetout in Exhibit A, pay the following amounts to the following Persons, in cash, by wire transfer of immediately available funds, in consideration having an aggregate value of the purchase and sale of the Interests other than the Rollover Interests: (i) to the Escrow AgentConsideration Share Amount, the sum representing the Escrow Amount to be held, administered and disbursed held by the Escrow Agent pursuant in escrow in accordance with the Escrow Agreement and Section 3.3. (2) At Closing, the Purchaser shall lend to the Target Entity, on a non-interest bearing, demand basis, an amount equal to the Estimated Closing Indebtedness set out in the Estimated Statement, and the Target Entity hereby irrevocably directs the Purchaser to pay to each Payoff Creditor all amounts necessary to discharge fully the then outstanding Indebtedness of the Target Entity owed to such Payoff Creditor, in the amounts and in accordance with the instructions set forth in the applicable Payout Letter and the Payment Direction. (3) At Closing, the Purchaser shall lend to the Target Entity, on a non-interest bearing, demand basis, an amount equal to the Estimated Transaction Expenses set out in the Estimated Statement, and the Target Entity hereby irrevocably directs the Purchaser to pay to each Person who is owed Transaction Expenses the amount of the Transaction Expenses owed to such Person, in the amounts and in accordance with the instructions set forth in the Paying Agent Agreement. (4) At Closing, the Purchaser shall pay the Vendors' Transaction Expenses to each Person who is owed Vendors' Transaction Expenses as directed by the Vendors' Representative (which, for certainty, shall be paid from the cash portion of the Purchase Price owing to such Vendor). (5) At Closing, the Purchaser shall pay or cause to be paid, on behalf of the Vendors, to the Escrow Agent the amount of: (a) 50% of the Indemnity Escrow Amount, to be paid in cash and held by the Escrow Agent in escrow in accordance with the Escrow Agreement; and (b) 50% of the Indemnity Escrow Amount, which amount the Purchaser shall pay by way of the issuance to the Escrow Agent of the Escrow Shares having an aggregate value of 50% of the Indemnity Escrow Amount, to be held by the Escrow Agent in accordance with the Escrow Agreement. (6) At Closing, the Purchaser shall pay or cause to be paid on its behalf to the Escrow Agent the amount of the Adjustment Escrow Amount in accordance with the terms of the Escrow Agreement, as required by Section 2.1(b); (ii) to all Persons to whom any Estimated Closing Date Indebtedness is owed, an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the Sellers. (ii) the Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheet.

Closing Date Payments. At (a) No later than three Business Days prior to the ClosingClosing Date, the Company shall deliver to Carnivale the Closing Date Allocation Schedule. Carnivale shall be entitled to rely conclusively on the Closing Date Allocation Schedule, and, as between the Sellers, on the one hand, and Carnivale, on the other hand, any amounts delivered by Carnivale to any Seller in consideration accordance with the Closing Date Allocation Schedule shall be deemed for all purposes to have been delivered to the applicable Seller in full satisfaction of the purchase and sale obligations of the Interests pursuant to Carnivale under this Section 1.1 and subject to the further adjustments described in Section 2.2(c):1. (ib) On the Buyer shallClosing Date, pursuant Carnivale shall cause to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts to the following Persons, be issued (in cash, by wire transfer of immediately available funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: (ielectronic book entry form) to the Escrow Agent, the sum representing the Escrow Amount to be held, administered and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); (ii) to all Persons to whom any Estimated Closing Date Indebtedness is owed, an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellerseach Seller, in accordance with the Closing Date Allocation SpreadsheetSchedule, a net amount (the “Net Cash Purchase Price”) number of shares of Carnivale Common Stock equal to the product (Arounded down to the nearest whole number) of (i) the Estimated Purchase Price less Aggregate Closing Consideration, multiplied by (Bii) such Seller’s Pro Rata Percentage, as set forth in the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the SellersClosing Date Allocation Schedule. (iic) If any Company Ordinary Shares immediately prior to the Buyer shall deliver (Closing are unvested or cause Buyer Parent are subject to deliver)a repurchase option or the risk of forfeiture under any applicable restricted stock purchase agreement or other agreement with the Company, in consideration of then the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (Carnivale Common Stock issued in exchange for such Company Ordinary Shares will to the “Share Purchase Price”) described on same extent be unvested and subject to the Allocation Spreadsheetsame repurchase option or risk of forfeiture, which ordinary and such shares of Buyer Parent Carnivale Common Stock shall accordingly be marked with appropriate legends. (d) No fractional shares of Carnivale Common Stock shall be deemed issued in connection with the Transaction, and no certificates or scrip for any such fractional shares shall be issued. (e) All Company Options outstanding immediately prior to the Closing under the Company Plan shall be treated in accordance with Section 5.4. (f) If, between the date of this Agreement and the Closing, the issued Company Shares or the outstanding shares of Carnivale Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change, the Aggregate Buyer Parent Share ValueExchange Ratio shall, to the Rollover Membersextent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the parties hereto the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Carnivale to take any action with respect to Company Shares or Carnivale Common Stock, respectively, that is prohibited or not expressly permitted by the number terms of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheetthis Agreement.

Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c): (i) the Buyer shall, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay Parent shall make the following amounts to the following Persons, in cash, by wire transfer of immediately available funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: payments: (i) to the account of each Person specified in the Payoff Letters, on behalf of the Surviving Corporation, an amount equal to the Indebtedness owing to such Person as set forth in the payoff letters delivered to Parent pursuant to Section 2.02(a)(iii); (ii) to an account designated by the Escrow Agent, an amount equal to the sum representing the Escrow Amount to Holdback Amount, which shall be held, administered and disbursed held by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); ; (iiiii) to all Persons the account of each holder of Company Common Stock (each, a “Stockholder”) (excluding holders of Dissenting Shares) with respect to whom any Estimated each share of Company Common Stock outstanding immediately prior to the Effective Time for which a Certificate and the related Letter of Transmittal has been properly surrendered to the Company as specified therein at least two Business Days prior to the Closing Date Indebtedness is owedDate, an amount equal to (A) the Closing Merger Consideration Per Share, multiplied by (B) the number of shares of Company Common Stock held by such Stockholder immediately prior to the Effective Time; (iv) to the account of each holder of Company Warrants (each, a “Warrantholder”) in respect of each share of Company Common Stock underlying each of such Warrantholder’s Company Warrants for which a Letter of Transmittal has been properly delivered to the Company as specified therein prior to the Closing Date, an amount equal to (A) the Closing Warrant Consideration Per Share, multiplied by (B) the number of shares of Company Common Stock underlying such Warrantholder’s Company Warrants immediately prior to the Effective Time; (v) to an account designated by the Company, for distribution by the Company to each holder of Vested Company Stock Options (each, an “Optionholder”) in respect of each share of Company Common Stock underlying each of such Optionholder’s Vested Company Stock Options for which a Letter of Transmittal has been properly delivered to the Company as specified therein prior to the Closing Date, an amount equal to (A) the Closing Option Consideration Per Share, multiplied by (B) the number of shares of Company Common Stock subject to such Optionholder’s Vested Company Stock Options outstanding immediately prior to the Effective Time; (vi) to an account designated by the Company, an amount equal to the amount so owed Transaction Bonus Amount, which shall be distributed by the Company to such Persons; (iii) to all Persons each Person to whom any Estimated Closing Date Sale Transaction Bonus is payable in accordance with the Transaction Bonus due to such Person; (vii) to the account of each Person to whom the Notified Transaction Expenses are owedis owned, an amount equal to the amount so owed Notified Transaction Expenses owing to such PersonsPerson; and (viii) to an account designated by the Surviving Corporation, to be held in trust for the benefit of the Security Holders who are not receiving payment pursuant to clause (iii), (iv) to or (v), as applicable, of this Section 2.02(c) at the Sellers’ RepresentativeClosing, an amount required equal to fully fund the Sellers’ Representative Account; and consideration that would have been payable to such Security Holders had they received payment of such consideration pursuant to clauses (iii), (iv) to the Sellersor (v), in accordance with the Allocation Spreadsheetas applicable, a net amount of this Section 2.02(c) (the “Net Cash Purchase PriceExchange Fund”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the Sellers. (ii) the Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheet.

Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c):The Merger Consideration shall be paid by Acquiror by Wire Transfer as follows: (i) the Buyer shall, pursuant to written wire transfer instructions set forth on the Allocation Spreadsheet, pay the following amounts to the following Persons, in cash, by wire transfer of immediately available funds, in consideration of the purchase and sale of the Interests other than the Rollover Interests: (i) to the Escrow Paying Agent, on behalf of the sum representing holders of Options, Warrants and Target Stock, the aggregate amount of the Merger Consideration, which amount includes the Hold-Back Amount, less the amount of the Escrow Amount Amount; and (ii) to the Escrow Agent on behalf of the Preferred Stockholders and the Management Stockholders (collectively, the “Indemnifying Stockholders”), $27,000,000 (the “Escrow Amount”) (the Escrow Amount, plus any interest paid on such amount, are herein referred to as the “Escrow Fund”) for the purpose of securing (A) the indemnification obligations of the Indemnifying Stockholders set forth in this agreement, (B) payment of the Post-Closing Acquisition Expenses, if any, (C) the Net Consideration Adjustment, if any, to the extent it exceeds the Hold-Back Amount, and (D) payments pursuant to Article VIII. The Escrow Amount, which shall be heldcomprised of amounts of Merger Consideration allocable to the Indemnifying Stockholders as set forth in Appendix 3.3 and Appendix 3.4, administered and disbursed shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as two separate trust funds. The Escrow Fund comprised of the Merger Consideration set forth in Appendix 3.3 (the “Stockholder Trust Fund”) shall not be subject to any lien, attachment, trustee process or any judicial process of any creditor of any party and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Escrow Fund comprised of the Merger Consideration set forth in Appendix 3.4 (the “Management Escrow”) shall be held in a “rabbi trust,” subject to the claims of Acquiror’s creditors in the event of Acquiror’s insolvency, as required according to “rabbi trust” terms substantially similar to those approved by the IRS in Rev. Proc. 92-64, and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Management Escrow shall be structured so that the Management Stockholders are not subject to income tax on the Escrow Amount until distributions are made to the Management Stockholders from the Management Escrow. All interest and other income earned on the Escrow Amount in the Stockholder Trust Fund through the Final Escrow Release Date will become part of the Stockholder Trust Fund and any portion of such interest and other income remaining in the Stockholder Trust Fund will be allocated to the Indemnifying Stockholders in proportion to the Merger Consideration set forth in Appendix 3.3 on the Final Escrow Release Date and released to the Stockholder Representative for disbursement to the Indemnifying Stockholders in accordance with Section 2.1(b10.6. All interest and other income earned on the Escrow Amount in the Management Escrow through the Final Escrow Release Date will become part of the Management Escrow and any portion of such interest and other income remaining in the Management Escrow will be allocated to the Management Stockholders in proportion to the Merger Consideration set forth in Appendix 3.4 on the Final Escrow Release Date and released to the Stockholder Representative for disbursement to the Management Stockholders in accordance with Section 10.6. Acquiror shall have the right to receive a distribution from each of the Management Escrow and the Stockholder Trust Fund on a periodic basis in an amount equal to thirty-seven percent of the interest and other income earned on the Management Escrow and the Stockholder Trust Fund, respectively. Acquiror is intended to be, and shall be treated as, the owner for Tax purposes of all of the Merger Consideration held in the Escrow Fund and all of the items of income, deductions and credits attributable to the Merger Consideration and shall be liable for and pay all Taxes with respect to such amounts. In satisfaction of the payment of any Post-Closing Acquisition Expenses by Acquiror or the Surviving Corporation (in excess of any amounts accrued therefor on the Final Closing Balance Sheet); (ii) , Acquiror and the Stockholder Representative shall deliver joint written instructions to all Persons the Escrow Agent within two Business Days from the date on which notice of any Post-Closing Acquisition Expenses is received by Acquiror or the Surviving Corporation, instructing the Escrow Agent to whom any Estimated Closing Date Indebtedness is owed, pay to Acquiror by Wire Transfer within two Business Days of receipt of such instructions an amount equal to the amount so owed to such Persons; (iii) to all Persons to whom any Estimated Post-Closing Date Sale Transaction Acquisition Expenses are owed, an amount equal to the amount so owed to such Persons; (iv) to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; and (iv) to the Sellers, in accordance with the Allocation Spreadsheet, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) from the Escrow Amount less (C) the Share Purchase Price (representing that portion of the Purchase Price payable in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among the SellersFund. (ii) the Buyer shall deliver (or cause Buyer Parent to deliver), in consideration of the purchase and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheet.

Closing Date Payments. At the Closing, in consideration of the purchase and sale of the Interests pursuant to Section 1.1 and subject to the further adjustments described in Section 2.2(c): Buyer shall (i) the Buyer shallpay and deliver to Seller, pursuant to written by wire transfer instructions set forth on in Good Funds, the Allocation SpreadsheetPurchase Price less (a) the Deposit (and interest accrued thereon), pay (b) the following amounts Working Capital Escrow Amount (as defined below) and (c) the Purchase Price Reduction Escrow Amount (as defined below), (ii) instruct the Deposit Escrow Agent in writing to deliver the following Persons, in cashDeposit (and any interest accrued thereon) to Seller, by wire transfer of immediately available fundsGood Funds, (iii) pay and deliver in consideration of trust to JPMorgan Chase Bank or other similar escrow agent mutually acceptable by written agreement executed by Buyer and Seller (the purchase and sale of the Interests other than the Rollover Interests: (i) to the "Working Capital Escrow Agent, ") an escrow (the sum representing the "Working Capital Adjustment Escrow Amount to be held, administered and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, as required by Section 2.1(b); (iiAccount") to all Persons to whom any Estimated Closing Date Indebtedness is owed, in an amount equal to Six Million Dollars and No Cents ($6,000,000) (the amount so "Working Capital Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and Working Capital Escrow Agent substantially in the form attached hereto as Exhibit "F" (the "Working Capital Escrow Agreement"), which will be available to satisfy any amounts owed to such Persons; Buyer or Seller pursuant to Section 2.2 hereof and (iiiiv) pay and deliver to all Persons to whom any Estimated Closing Date Sale Transaction Expenses are owed, an escrow (the "Purchase Price Reduction Escrow Account") with JPMorgan Chase Bank or other similar escrow agent or company reasonably designated by Seller (the "Purchase Price Reduction Escrow Agent") an amount equal to Three Million Dollars and No Cents ($3,000,000) (the amount so owed "Purchase Price Reduction Escrow Amount") in Good Funds pursuant to an escrow agreement among Buyer, Seller and the Purchase Price Reduction Escrow Agent substantially in the form attached hereto as Exhibit "G" (the "Purchase Price Reduction Escrow Agreement"), which will be available for distribution to Buyer according to Section 2.1.4 hereof. Upon calculation of Net Working Capital as provided in Section 2.2, the Working Capital Escrow Amount shall be released pursuant to Section 2.2.3. Any portion of the Working Capital Escrow Amount not necessary to satisfy amounts payable to Buyer pursuant to such Persons; (iv) Section 2.2 shall promptly be disbursed to the Sellers’ Representative, an amount required to fully fund the Sellers’ Representative Account; Seller together with all interest accrued thereon. The Working Capital Escrow Agent's escrow fees and (iv) to the Sellerscharges shall be paid one-half by Seller and one-half by Buyer, in accordance with which respect the Allocation SpreadsheetSeller and the Buyer shall not be jointly liable since each shall only be liable for its own part (one-half) of the said fees and charges. Following the expiration of thirty (30) days following the Closing Date, a net amount (the “Net Cash Purchase Price”) equal to (A) the Estimated Purchase Price less (B) the Escrow Amount less (C) the Share Purchase Price (representing that any portion of the Purchase Price payable Reduction Escrow Amount not necessary to satisfy Buyer's unpaid Reimbursement Request (as defined in respect of the Rollover Interests below). In no event will the Buyer or the Acquired Group have any responsibility or liability for the allocation of the Net Cash Purchase Price among Reduction Escrow Agreement) pursuant to Section 2.1.4 shall promptly be disbursed to Seller together with all interest accrued thereon. The Purchase Price Reduction Escrow Agent's fees and charges shall be paid one-half by Seller and one-half by Buyer, in which respect the Sellers. (ii) Seller and the Buyer shall deliver not be jointly liable since each shall only be liable for its own part (or cause Buyer Parent to deliver), in consideration one-half) of the purchase said fees and sale of the Rollover Interests, those ordinary shares of Buyer Parent (the “Share Purchase Price”) described on the Allocation Spreadsheet, which ordinary shares of Buyer Parent shall be deemed to have the Aggregate Buyer Parent Share Value, to the Rollover Members, with the number of ordinary shares of Buyer Parent to be delivered by Buyer to each Rollover Member set forth on the Allocation Spreadsheetcharges.