Adjusted Closing Payment. (a) The adjusted closing payment (the “Adjusted Closing Payment”) will be an amount equal to the Base Amount: (i) plus, the amount of the Cash; (ii) minus, the amount of the Indebtedness of the Company; (iii) plus, if the Working Capital exceeds the Working Capital Target, the amount of such excess; (iv) minus, if the Working Capital is less than the Working Capital Target, the amount of such deficit; (v) minus, the Company Transaction Expenses; and (vi) minus, the amount of the Promissory Note Payment Amount. (b) Within ten (10) Business Days after the final determination of the Adjusted Closing Payment in accordance with Section 1.4: (i) if the Adjusted Closing Payment exceeds the Estimated Closing Payment, Buyer will pay to Shareholder, by wire transfer of immediately available funds to the bank account or accounts designated by Shareholder pursuant to Section 1.3(d), the amount of such excess; or (ii) if the Adjusted Closing Payment is less than the Estimated Closing Payment, Shareholder and Buyer will deliver joint written instructions to the Escrow Agent to deliver such deficit to Buyer from the available balance of the Escrow Amount and if the balance of the Escrow Amount is insufficient to cover such payment, then Shareholder will pay to Buyer, by wire transfer of immediately available funds to the bank account designated by Buyer, the amount of any such shortfall.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.)
