Adjustment Amount and Payment. (a) The “Adjustment Amount” will be the difference, if any, between (i) the consolidated shareholders’ equity of the Company and its Subsidiaries as of the Closing Date, as shown on the Closing Balance Sheet (the “Closing Date Shareholders’ Equity”), and (ii) dollars ($ ) (the consolidated shareholders’ equity of the Company and its Subsidiaries as shown on the Interim Balance Sheet) (the “Interim Shareholders’ Equity”). If the Closing Date Shareholders’ Equity is less than the Interim Shareholders’ Equity, the Adjustment Amount shall be paid by Sellers to
(b) If the Adjustment Amount or, after giving effect to Section 11.7, any portion of the Adjustment Amount is to be paid by Buyer to Sellers, the Adjustment Amount or such portion thereof shall be paid by Buyer by wire transfer to Sellers’ Representative pursuant to wire transfer instructions provided to Buyer by Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c). If the Adjustment Amount is to be paid by Sellers to Buyer, the Adjustment Amount shall be paid by Sellers by wire transfer to Buyer pursuant to wire transfer instructions provided by Buyer to Sellers’ Representative prior to the due date for the payment set forth in Section 2.5(c).
(c) All payments under this Section 2.5 shall be made together with interest at the rate set forth in the Promissory Notes, which interest will begin accruing on the Closing Date and end on the day before the payment is made. Within three (3) Business Days after the Closing Balance Sheet and Adjustment Amount become binding on the parties pursuant to Section 2.6, Sellers or Buyer, as the case may be, shall make the payment provided for in this Section 2.5.
Adjustment Amount and Payment. The “Adjustment Amount” will be equal to the amount determined by subtracting the Closing Net Asset Value from the Estimated Closing Net Asset Value. If the Estimated Closing Net Asset Value exceeds the Closing Net Asset Value, the Adjustment Amount shall be paid by wire transfer of immediately available funds by Sellers to an account specified by Buyer. If the Closing Net Asset Value exceeds the Estimated Closing Net Asset Value, the Adjustment Amount shall be paid by wire transfer of immediately available funds by Buyer to an account specified by Sellers. Within five (5) business days after the calculation of the Closing Net Asset Value becomes binding and conclusive on the parties pursuant to Section 2.11, Sellers or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.10. For the purposes of this Section 2.10, the “Estimated Closing Net Asset Value” will equal the amount of the Estimated Closing Net Asset Value that was paid at Closing.
Adjustment Amount and Payment. The Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Net Asset Value from the Target Net Asset Value. If the Adjustment Amount is positive, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Seller to an account specified by the Buyer, net of the Adjustment Escrow Amount paid to the Buyer pursuant to the Escrow Agreement. If the Adjustment Amount is negative, then the Adjustment Amount shall be paid by wire transfer of immediately available funds by the Buyer to an account specified by the Seller. The payment of the Adjustment Amount shall be made together with interest at the rate of six percent (6%) per annum, which interest shall begin accruing on the Closing Date and end on the date on which the payment of the Adjustment Amount is made. Within three Business Days after the calculation of the Closing Net Asset Value becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement, the Seller or the Buyer, as the case may be, shall pay the Adjustment Amount as provided for in this Section 2.4. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price".
Adjustment Amount and Payment. The ‘‘Adjustment Amount’’ (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Working Capital from the Initial Working Capital. If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Buyer. If the Adjustment Amount is negative, the difference between the Closing Working Capital and the Initial Working Capital shall be paid by wire transfer by Buyer to an account specified by Seller. All payments shall be made together with interest at the rate set forth in the Promissory Note, which interest shall begin accruing on the Closing Date and end on the date that the payment is made. Within three (3) business days after the calculation of the Closing Working Capital becomes binding and con- clusive on the parties pursuant to Section 2.9, Seller or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.8.
Adjustment Amount and Payment. The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Target Working Capital from the Closing Working Capital. The Adjustment Amount shall be paid by wire transfer by Progress Fuels to an account specified by Holdings (if the Adjustment Amount is negative) or wire transfer by Holdings to an account specified by Progress Fuels (if the Adjustment Amount is positive). All such payments shall be made together with interest at the rate of three percent (3%) per annum, which interest shall begin accruing on the Closing Date and end on the date the payment is made. Within three (3) business days after the calculation of the Closing Working Capital becomes binding and conclusive on the parties pursuant to Section 2.8 of this Agreement, Progress Fuels or Holdings, as the case may be, shall make the wire transfer payment provided for in this Section 2.7. Progress Fuels and Holdings shall mutually agree upon the allocation of the Adjustment Amount between the Progress Rail Merger Consideration and the Progress Metal Merger Consideration. If Progress Fuels and Holdings cannot reach agreement, then they shall submit the dispute to the Independent Accountants for resolution in accordance with the procedures set forth in Section 2.8.
Adjustment Amount and Payment. The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Working Capital from the Agreed Working Capital. If the Adjustment Amount is positive, the Adjustment Amount shall be subtracted from the cash consideration PORTION OF THE Purchase price to be paid at Closing. If the Adjustment Amount is negative, the Adjustment Amount shall be added to the cash consideration to be paid at Closing.
Adjustment Amount and Payment. The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Working Capital from the Initial Working Capital. If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Buyer. If the Adjustment Amount is negative, the difference between the Closing Working Capital and the Initial Working Capital shall be paid by wire transfer by Buyer to an account specified by Seller. Within three (3) Business Days after the calculation of the Closing Working Capital becomes binding and conclusive on the parties pursuant to Section 2.9, Seller or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 2.8.
Adjustment Amount and Payment. Subject to Section 1.03(b), the "Adjustment Amount" shall be equal to the following, based on calculations from the totals appearing at the end of the respective accountings:
(i) zero (if the Projected Inventory Accounting provided in Part 1.03(a)(i) of the Disclosure Schedule (A) is the same as the Closing Date Inventory Accounting provided pursuant to Section 1.06(a)(v), or (B) exceeds or is less than the Closing Date Inventory Accounting by 5% or less of the Projected Inventory Accounting); or
(ii) the difference between the Closing Date Inventory Accounting and the Projected Inventory Accounting (if the Projected Inventory Accounting exceeds, or is less than, the Closing Date Inventory Accounting by more than 5% of the Projected Inventory Accounting). The Adjustment Amount shall be paid by reducing (if the Projected Inventory Accounting exceeds the Closing Date Inventory Accounting) or increasing (if the Closing Date Inventory Accounting exceeds the Projected Inventory Accounting), on a dollar-for-dollar basis the US$1,500,000 payable in shares of Common Stock delivered to the Seller at Closing by the amount that the difference exceeds 5% of the Projected Inventory Accounting.
Adjustment Amount and Payment. The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Working Capital from Seven Million Five Hundred Twenty-Seven Thousand Seven Hundred Eighty Four Dollars ($7,527,784). If the Adjustment Amount is positive, the Adjustment Amount shall be paid by Seller first by reduction of the principal balance of the Promissory Note by such amount to fund payment of the Adjustment Amount and second, by wire transfer to an account specified by Buyer in the amount by which the Adjustment Amount exceeds the principal amount of the Promissory Note. If the Adjustment Amount is negative, the difference between the Closing Working Capital and Seven Million Five Hundred Twenty-Seven Thousand Seven Hundred Eighty Four Dollars ($7,527,784) shall be paid by increasing the principal balance of the Promissory Note by the amount of such Adjustment Amount. Within three (3) business days after the calculation of the Closing Working Capital becomes binding and conclusive on the parties pursuant to Section 2.9, the applicable reduction or increase of the principal balance of the Promissory Note, if any, shall automatically be effective and Seller shall make any wire transfer payment provided for in this Section 2.8.
Adjustment Amount and Payment. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Net Asset Value of the Business ("Net Asset Value" means Assets minus Assumed Liabilities) reflected on Exhibit 2.8 to this Agreement (which represents the parties' determination of the Net Asset Value of the Business based on the Interim Balance Sheet) from the Net Asset Value of the Business as reflected on the Closing Schedule and as determined in accordance with Section 2.9. If the Adjustment Amount is positive, the Purchase Price shall be increased on a dollar for dollar basis by the Adjustment Amount. If the Adjustment Amount is negative, the Purchase Price shall be decreased on a dollar for dollar basis by the Adjustment Amount. The Purchase Price shall be subject to the following credits and adjustments and the valuations provided in Section 2.9, which shall be reflected in the closing statement to be executed and delivered by Xxxxxxx and Spartan:
