Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund. (ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the "Minimum Latin/Mexico Equity Value"), the amount of such difference shall be deducted from the Escrow Fund and paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determin ation of such amount; provided, however, that no amount in excess of $2,000,000 shall be so deducted. The balance of the Escrow Fund, if any, shall thereafter be paid to Merisel unless further obligations exist under Section 1.2(d)(i), in which case the funds shall continue to be held in accordance with that Section. To the extent that the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Minimum Latin/Mexico Equity Value over the Closing Equity Value, Merisel shall pay to Buyer any shortfall within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Merisel from the Escrow Fund.
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Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(iSECTION 1.2(C)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient insuffici- ent to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund.
(ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the "Minimum Latin/Mexico Equity Value"), the amount of such difference shall be deducted from the Escrow Fund and paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determin ation determination of such amount; provided, however, that no amount in excess of $2,000,000 shall be so deducted. The balance of the Escrow Fund, if any, shall thereafter be paid to Merisel unless further obligations exist under Section 1.2(d)(i), in which case the funds shall continue to be held in accordance with that Section. To the extent that the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Minimum Latin/Mexico Equity Value over the Closing Equity Value, Merisel shall pay to Buyer any shortfall within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Merisel from the Escrow Fund.
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