1999-215 - Laserfiche WebLink

Home Browse Search

Dispute Notice. The costs and expenses of the Referee and its services rendered pursuant to this Section 2.5 shall be home one-half by Buyer and one-half by Sellers; or (2) Elea to proceed to Closing and cause Buyer, at the Closing, to deposit an amount in cash equal to the difference (the "Adjustment Escrow Amount") between the Aggregate Consideration, adjusted pursuant to Section 2.4(a) and (b) that would be calculated using the estimates ser forth in the Preliminary Closing Statement (with any changes thereto mutually agreed to by Buyer and Falcon) and the Aggregate Consideration adjusted pursuant to Section 2A(a) and (b) that would be calculated using the estimates set forth in the Preliminary Dispute Notice (with any changes thereto mutually agreed to by Buyer and Falcon), to the Adjustment Escrow Agent, to be held and disbursed in accordance with the terms of the Adjustment Escrow Agreement and Section 2.6. (b) At Closing, Buyer shall pay cash and FHGLP shall receive the Equity Consideration as follows: (1) ifFalcon has made the election in Section 2.5(a)(2) above, Buyer shall pay cash to the Adjustment Escrow Agent in an amount equal to the Adjustment Escrow Amount, such cash to be held by the Adjustment Escrow Agent in escrow on behalf of the parties in accordance with the terms of the Adjustment Escrow Agreement and Section 2.6; (2) Buyer shall pay cash to the Sellers in an aggregate amount equal to the excess of (i) the amount of the Aggregate Consideration pursuant to Section 2.4(a) and (b), as determined pursuant to this Section 2.5 (including as determined pursuant to Section 2.5(a) and as mutually agreed by Buyer and Falcon) over (ii) the sum of (x) the amount of the Equity Value (as set forth in Part IV of the Allocation Notice), and (y) the aggregate amount paid under clause (1), if applicable, to the Adjustment Escrow Agent; and (3) FHGLP shall contribute the Contributed Interest to Charter LLC in exchange for the Equity Consideration. The sum of the cash paid to Sellers pursuant to clause (2) above and the Equity Value represented by the Equity Consideration received by FHGLP pursuant to clause (1) ahovr is referred to as the "Net Closing Payment" and the sum of the Net Closing Payment and the Adjustment Escrow Amount is referred to as the "Closing Payment.'- (c) ayment"(c) None of the Adjustment Escrow Amount will be available for any purpose, other than as described in Section 2.6(b), and the Adjustment Escrow Amount shall not be available to satisfy any other obligations of Sellers under this Agreement or otherwise. 2.6 Post-Closine Post-CIPamml of Aemagate Consideration Ad' un t. (a) Final Closing Statement. Witldn ninety (90) days after the Closing Date, Buyer shall prepare and deliver to FHGLP a written report (the "Final Closing Statement") setting forth Buyer's foal estimates of Closing Net Liabilities, Closing Equivalent Subscribers and the ocanvmaxrcunou 21