Common use of Purchase Price Adjustment Escrow Clause in Contracts

Purchase Price Adjustment Escrow. At the Closing (as defined in the Agreements), Buyer shall deliver the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "PURCHASE PRICE ADJUSTMENT ESCROW AMOUNT") to Comerica Bank - California (the "ESCROW AGENT") to be held in a segregated interest-bearing account as provided for in this Section 1.1 (the "PURCHASE PRICE ADJUSTMENT ESCROW"). On or before the fifth (5th) day following the final determination of the Second Quarter Balance Sheets (as defined below) (such date being hereinafter referred to as the "SETTLEMENT DATE"): (a) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the balance sheets of PWUK, Moebius and PWBV, each dated as of April 30, 1997 (collectively, the "APRIL 30 BALANCE SHEETS") is less than Fifty Thousand Dollars ($50,000), no adjustment shall be made to the Purchase Price in both Agreements and the entire Purchase Price Adjustment Escrow Amount shall be paid to PWUK on behalf of all Sellers promptly thereafter; and (b) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the April 30 Balance Sheets is equal to or greater than Fifty Thousand Dollars ($50,000), the excess, together with actual interest earned thereon paid from the Closing Date (as defined in the Agreements) to the Settlement Date (the "PURCHASE PRICE ADJUSTMENT"), shall be deducted equally from the Purchase Price paid under both Agreements and paid to Buyer from the Purchase Price Adjustment Escrow and the remaining Purchase Price Adjustment Escrow Amount, together with actual interest earned thereon, shall be paid to PWUK on behalf of all Sellers promptly thereafter.

Purchase Price Adjustment Escrow. At the Closing (as defined in the Agreements), Buyer shall deliver the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "PURCHASE PRICE ADJUSTMENT ESCROW AMOUNT") to Comerica Bank - California (the "ESCROW AGENT") to be held in a segregated interest-interest- bearing account as provided for in this Section 1.1 (the "PURCHASE PRICE ADJUSTMENT ESCROW"). On or before the fifth (5th) day following the final determination of the Second Quarter Balance Sheets (as defined below) (such date being hereinafter referred to as the "SETTLEMENT DATE"): (a) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the balance sheets of PWUK, Moebius and PWBV, each dated as of April 30, 1997 (collectively, the "APRIL 30 BALANCE SHEETS") is less than Fifty Thousand Dollars ($50,000), no adjustment shall be made to the Purchase Price in both Agreements and the entire Purchase Price Adjustment Escrow Amount shall be paid to PWUK on behalf of all Sellers promptly thereafter; and (b) if the total assets reflected in the Second Quarter Balance Sheets less the total assets reflected in the April 30 Balance Sheets is equal to or greater than Fifty Thousand Dollars ($50,000), the excess, together with actual interest earned thereon paid from the Closing Date (as defined in the Agreements) to the Settlement Date (the "PURCHASE PRICE ADJUSTMENT"), shall be deducted equally from the Purchase Price paid under both Agreements and paid to Buyer from the Purchase Price Adjustment Escrow and the remaining Purchase Price Adjustment Escrow Amount, together with actual interest earned thereon, shall be paid to PWUK on behalf of all Sellers promptly thereafter.