Common use of Adjustment Amount and Payment Clause in Contracts

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 Preliminary Purchase Price shall be increased or decreased by the Adjustment Amount in accordance with this Section 2.4. (a) The "Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Adjusted Closing Net Asset Value Working Capital from the Target Net Asset ValueInitial Working Capital. (b) At the Closing, Buyer and Seller have estimated the Adjustment Amount to be $_______, as set forth in Exhibit G hereto (the "Tentative Adjustment Amount"). The cash portion of the Purchase Price shall be adjusted at the Closing by the Tentative Adjustment Amount. (c) After the Closing, Buyer and Seller shall determine the Adjustment Amount in the manner provided in Section 2.7. The "Final Adjustment Amount" will be equal to the amount determined by subtracting the Tentative Adjustment Amount from the Adjustment Amount. If the Final Adjustment Amount is positive, then the Final Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Buyer. If the Final Adjustment Amount is negative, the Final 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 (3) business days after the calculation of the Closing Net Asset Value Working Capital becomes binding and conclusive on the parties pursuant to Section 2.5 of this Agreement2.7, the Seller or the Buyer, as the case may be, shall pay make the Adjustment Amount as wire transfer payment provided for in this Section 2.4. The Preliminary Purchase Price as so adjusted is referred to herein as the "Purchase Price"2.6(c).