Common use of Escrow Payment Clause in Contracts

Escrow Payment. (a) EBIDTA shall be determined upon receipt of a combined audited income statement of Seller for the current fiscal year beginning on January 1, 2002 and ending on the date of the Closing without giving effect to the transactions contemplated by this Agreement and of Purchaser beginning on the date of the Closing and ending on December 31, 2002 (the "Audited Financials"). Purchaser shall maintain separate books and records for the operations of Purchaser for the fiscal year ending December 31, 2002 for purposes of calculating EBITDA and shall not combine the results of operations of Charlotte during 2002. Seller's Financial Statements shall be audited by Grant Thornton, LLP. Seller s▇▇▇▇ ▇▇▇▇ ▇▇▇ right to consult with Parent's management and review the calculation of EBITDA. If Seller disagrees with the calculation or any calculation of an Earn-Out under Section 4.03, it may communicate its disagreement with Grant Thornton, LLP whose det▇▇▇▇▇▇▇▇▇▇, ▇▇de prior to the date Parent files any report with the SEC, shall be conclusive. If EBITDA is: (i) $1,625,000 or more, the entire Escrow shall be released to Seller; (ii) between $1,125,000 and $1,624,999, 50% of the Escrow shall be released to Seller and the balance of Parent's Common Stock shall be cancelled; and (iii) less than $1,125,000, no Escrow Payment shall be due and all shares of Parent's Common Stock under Section 4.01(b) shall be cancelled. To the extent that shares of Parent's Common Stock are not released to Seller, the value (determined as of the Closing Date using the price referred to in Section 4.01(b) times the number of shares cancelled) shall be added to Earn-Out 2 described in Section 4.03(b). (b) Once earned, Parent's Common Stock shall be released from Escrow and delivered upon the later of (i) six months following the Closing Date, or (ii) five business days following receipt of the Audited Financials. At Closing, Parent and Seller shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit A (the "Registration Rights Agreement") and a Lock-Up Agreement in the form attached hereto as Exhibit B (the "Lock-Up Agreement").

Escrow Payment. (a) EBIDTA shall be determined upon receipt of a combined audited income statement of Seller for the current fiscal year beginning on January 1, 2002 and ending on the date of the Closing without giving effect to the transactions contemplated by this Agreement and of Purchaser beginning on the date of the Closing and ending on December 31, 2002 (the "Audited Financials"). Purchaser shall maintain separate books and records for the operations of Purchaser for the fiscal year ending December 31, 2002 for purposes of calculating EBITDA and shall not combine the results of operations of Charlotte during 2002. Seller's Financial Statements shall be audited by Grant Thornton, LLP. Seller s▇▇▇▇ ▇▇▇▇ ▇▇▇ shall have the right to consult with Parent's management '▇ ▇▇▇▇▇▇▇▇▇▇ and review the calculation of EBITDA. If Seller disagrees with the calculation or any calculation of an Earn-Out under Section 4.03, it may communicate its disagreement with Grant Thornton, LLP whose det▇▇▇▇▇▇▇▇▇▇determination, ▇▇de made prior to the date Parent files any report ▇▇▇▇▇ ▇▇▇ ▇▇▇▇rt with the SEC, shall be conclusive. If EBITDA is: (i) $1,625,000 or more, the entire Escrow shall be released to Seller; (ii) between $1,125,000 and $1,624,999, 50% of the Escrow shall be released to Seller and the balance of Parent's Common Stock shall be cancelled; and (iii) less than $1,125,000, no Escrow Payment shall be due and all shares of Parent's Common Stock under Section 4.01(b) shall be cancelled. To the extent that shares of Parent's Common Stock are not released to Seller, the value (determined as of the Closing Date using the price referred to in Section 4.01(b) times the number of shares cancelled) shall be added to Earn-Out 2 described in Section 4.03(b). (b) Once earned, Parent's Common Stock shall be released from Escrow and delivered upon the later of (i) six months following the Closing Date, or (ii) five business days following receipt of the Audited Financials. At Closing, Parent and Seller shall enter into a Registration Rights Agreement in the form attached hereto as Exhibit A (the "Registration Rights Agreement") and a Lock-Up Agreement in the form attached hereto as Exhibit B (the "Lock-Up Agreement").