Adjusted Payment Sample Clauses

Adjusted Payment. (a) Not later than three (3) Business Days after the Final Closing Statement is final and binding on the Parties, as determined either through agreement of Seller and Purchaser pursuant to Section 3.06(b)(i), Section 3.07(a) or Section 3.07(b), by Section 3.07(c) or through the action of the Accounting Firm, pursuant to Section 3.06(b)(ii) or Section 3.07(d): (i) If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to an account designated by Seller the amount of the Post-Closing Adjustment. (ii) If the Post-Closing Adjustment is a negative amount, then Seller shall pay in cash to an account designated by Purchaser the absolute value of the amount of the Post-Closing Adjustment.

Adjusted Payment. (a) On the fifth (5th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the "Adjustment Payment Date"), subject to Section 1.13 (b), an adjustment payment (the "Adjustment Payment") shall be made either by Seller to Purchaser or by Purchaser to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 1.12 and the purchase price recalculated using the values for each Asset and Liability (according to the formula specified by Section 1.12) as of the close of business on the Closing Date (or for the period then ended, as the case may be), such purchase price being referred to as the “Adjusted Purchase Price.” Seller shall provide a closing statement (the “Final Closing Statement”) which reflects the calculation of the Adjusted Purchase Price and the calculation of any necessary Adjustment Payment relative to the Estimated Purchase Price. Seller shall also furnish revised final schedules to this Agreement as of the close of business on the Closing Date (or for the period then ended, as the case may be). Seller shall make available to Purchaser and/or its representatives such work papers, schedules and other supporting data as may be requested by Purchaser to enable Purchaser to verify such determinations. (b) The Adjustment Payment due to either party pursuant to Section 1.13 shall be binding and payable to the other party by wire transfer in immediately available funds to an account designated by the payee party no later than the fifth (5) business day following the Closing Date, provided that within such five (5) business day period, Buyer does not dispute the Adjusted Purchase Price. In the event that Buyer disputes the Adjustment Purchase Price, such dispute shall be resolved in the following manner: (1) Buyer shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within five (5) days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). To the extent that Buyer provides a Notice of Disagreement within such five-day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder and the Adjustment Payment for all items other than Disputed Items shall be made by the appropriate party within the five (5) business day ...

Adjusted Payment. On the fifth (5th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the "Adjustment Payment Date"), an adjustment payment (the "Adjustment Payment") shall be made either by Seller to Purchaser or by Purchaser to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price paid under Section 1.12 and the purchase price recalculated using the numbers for each Asset and Liability (according to the formula specified by Section 1.12) as of the close of business on the Closing Date (or for the period then ended, as the case may be). Seller shall provide a closing statement which reflects the calculation of the Adjustment Payment relative to the Estimated Purchase Price and furnish revised final schedules to this Agreement as of the close of business on the Closing Date (or for the period then ended, as the case may be) and Seller and Purchaser shall mutually agree upon the calculation of the Adjusted Payment. The Adjustment Payment due to either party pursuant to this section shall be paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the payee party.

Adjusted Payment