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” 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 "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 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. (a) The “
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. (a) The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Adjusted Closing Working Capital from the Initial Working Capital.
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 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 difference between the Initial Adjusted Working Capital Estimate and the Closing Working Capital. If the Adjustment Amount is a debit balance, the Adjustment Amount shall be paid by wire transfer by Buyer to an account specified by Seller. If the Adjustment Amount is a credit balance, the Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Buyer. Within three (3) Business Days after the calculation of the Closing Working Capital becomes binding and conclusive on the parties hereto pursuant to Section 3.2(c), Seller or Buyer, as the case may be, shall make the wire transfer payment provided for in this Section 3.2(b).
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 Inventories from the Initial Inventories. If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer out of the Escrow Account to Buyer and the balance of the Escrow Account shall be paid to Sellers, in accordance with the Escrow Agreement. If the Adjustment Amount is negative or zero, the entire Escrow Amount shall be paid to Sellers in accordance with the Escrow Agreement, and the Adjustment Amount shall be paid by wire transfer by Buyer to an account specified by Sellers. Such payments shall be made within three (3) Business Days after the calculation of the Closing Inventories becomes binding and conclusive on the parties pursuant to Section 2.10.
Adjustment Amount and Payment. The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting $21,000,000 from the Closing Net Asset Value. Within fifteen (15) days of the determination of the Closing Net Asset Value pursuant to Section 3.5(c) or 3.5(d), as the case may be: (a) if the Adjustment Amount is positive, Parent shall cause Buyer to pay the Adjustment Amount to Seller, by wire transfer of immediately available funds to an account designated by Seller; or (b) if the Adjustment Amount is negative, Seller shall pay the Adjustment Amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer.
