Consideration; Escrow Sample Clauses

Consideration; Escrow. The Parties acknowledge and agree that the consideration for the Acquired Assets (the "Consideration") shall consist of:

Consideration; Escrow. (a) Upon the terms and subject to the conditions of this Agreement, the aggregate purchase price (the “Purchase Price”) payable by Purchaser in full and complete payment for the sale, conveyance, assignment, transfer and delivery of the Acquired Assets shall consist of (i) the assumption of the Assumed Liabilities by Purchaser at the Closing and (ii) an aggregate amount equal to Fifty Eight Million Five Hundred Thousand Dollars ($58,500,000), as reduced by (x) the amount of any principal or interest payments under the Credit Agreement paid by the Seller after July 31, 2005 in excess of $8,385,600 and (y) the amount of any payments made by Seller after the date hereof in respect of Seller Transaction Costs. The Purchase Price shall be payable as follows: (A) Six Million Dollars ($6,000,000), which shall be payable by Purchaser upon the signing of this Agreement (such amount, the “Initial Payment”), and (B) the balance of Fifty Two Million Five Hundred Thousand Dollars ($52,500,000) (as the same may be reduced pursuant to the preceding sentence) (such amount, the “Closing Cash Payment”), which shall be payable by Purchaser at Closing in accordance with Section 2.6(b). The Initial Payment shall be paid directly to Citicorp USA, Inc., as agent under the Credit Agreement, and shall be applied to reduce the outstanding principal amount of Seller’s advances under the Credit Agreement. The Initial Payment shall be irrevocable and final once paid; provided, however, Purchaser shall be entitled to request that an advance in the amount of $6,000,000 for the account of Seller under the Credit Agreement be disbursed to Purchaser in the event that this Agreement shall have been terminated pursuant to Section 8.1(b) as a result of the failure to satisfy any condition precedent in Section 6.2 on or before March 31, 2006, notwithstanding all commercially reasonable efforts of Purchaser, in accordance with the terms of the Funding Agreement of even date herewith among Seller, Purchaser, Raytheon Company, in its capacity as a “Lender” under the Credit Agreement, and Lockheed Mxxxxx Corporation, in its capacity as a “Lender” under the Credit Agreement (the “Funding Agreement”). In addition to the Initial Payment, on the date hereof, Purchaser is depositing in a separate, segregated account an amount equal to the Closing Cash

Consideration; Escrow. (a) Subject to the contribution of a portion of the aggregate consideration to the Escrow Fund (as defined below) to secure the indemnification obligations of the Shareholders under Article VI of this Agreement, the aggregate consideration payable to the Shareholders for the purchase of the Company Shares shall consist of (i) payment by the Purchaser at the Closing of FOURTEEN MILLION THREE HUNDRED AND FIFTY EIGHT THOUSAND NINE HUNDRED AND NINE EURO ((euro)14,358,909) (the "Cash Amount"), less any applicable withholding Taxes pursuant to Section 1.5(a), including any withholding Tax if (A) neither the certificate nor the letter referenced in Section 1.3(b)(xviii) is delivered or (B) the Form W-8 referenced in Section 1.3(b)(v) is not delivered plus (ii) payment by the Purchaser in accordance with Section 5.21 of additional consideration consisting of the Earnout Payments (as defined in Section 5.21), if any. The aggregate consideration payable for the Company Shares shall be allocated among the Shareholders as set forth on Annex A of the Agreement Annexes (as defined in Section 9.2). Annex A of the Agreement Annexes is sometimes referred to herein as the "Schedule of Shareholders."

Consideration; Escrow. 2 2.1 Surrender of Certificates; Payment of Stock Purchase Consideration...... 2 SECTION 3

Consideration; Escrow