Working Capital Escrow. A counterpart, duly executed by each of Purchaser and the Working Capital Escrow Agent, of the Working Capital Escrow Agreement.
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. (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. 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, 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. [RESERVED]
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. Parent shall deposit in escrow with the Escrow Agent identified in the form of the Working Capital Escrow Agreement attached hereto as Exhibit B (the "Working Capital Escrow Agreement"), $300,000 (the "Working Capital Escrow Amount") of the Aggregate Merger Consideration issuable to the holders of Company Common Stock in exchange for such shares of Company Common Stock, which amount shall be held and disbursed in accordance with the terms of such Working Capital Escrow Agreement following the determination of the Final Working Capital (as hereinafter defined).
Working Capital Escrow. 2 Overpayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Working Capital Escrow. At the Effective Time, Parent shall pay to Mellon Trust of New England, N.A. (the “Escrow Agent”) an amount in cash equal to $2,500,000 (the “Working Capital Escrow Amount”) of the Merger Consideration. The Working Capital Escrow Amount will be held by the Escrow Agent pending calculation of the Final Net Working Capital as set forth in Section 2.5. Any portion of the Working Capital Escrow Amount remaining after calculation of the Final Net Working Capital pursuant to Section 2.5 and payments, if any, to Parent in accordance with Section 2.5 hereof, shall be paid by the Escrow Agent to the Exchange Agent (or to the Surviving Corporation if the Exchange Agent has distributed all remaining funds in accordance with Section 3.1(e)) and then by the Exchange Agent (or the Surviving Corporation if it has succeeded to the obligations of the Exchange Agent pursuant to Section 3.1(e)) to the holders of shares of Company Stock as provided in Section 3.1. Pending such payments, the Exchange Agent shall, as directed by Parent, invest the Working Escrow Amount in short term obligations of, or obligations fully guaranteed by, the United States of America, or any agency of the United States. Until distributed by the Escrow Agent, all amounts included in the Working Capital Escrow Amount shall be the property of Parent and Parent shall be entitled to receive interest or earnings thereon, if any.
