Adjustment and Payment Sample Clauses

Adjustment and Payment. Effective upon the end of the Review ---------------------- Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Initial Purchase Price shall be reduced by the amount, if any, by which the Closing Net Worth is less than $0, or increased by the amount, if any, by which the Closing Net Worth is greater than $0. Any adjustment to the Initial Purchase Price pursuant to this Section 3 shall be paid by the Purchaser or the Sellers, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or five business days after the date on which the Adjustment Report has been received by the Sellers and the Purchaser (if a timely Dispute Notice is delivered). Any such payment shall be made by wire transfer of immediately available funds to the account or accounts designated by the Sellers or the Purchaser, as the case may be, at least two business days prior to the date on which such payment is scheduled to be made. "Purchase Price" shall mean the Initial Purchase Price, as adjusted pursuant to this Section 3.

Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered) (the amount of the Purchase Price as of the end of the Review Period or as of the resolution of all matters, as the case may be, reflecting any adjustment to the amount of Closing Working Capital resulting therefrom, the “Final Purchase Price”; and all references herein to the Purchase Price shall be deemed to refer to the Final Purchase Price from and after such time), the Purchase Price payable as provided in Section 2.1 shall be reduced by the amount, if any, by which the Final Purchase Price is less than the Estimated Purchase Price, or increased by the amount, if any, by which the Final Purchase Price is greater than the Estimated Purchase Price. Any adjustment to the Purchase Price pursuant to this Section 3.4 shall be paid by the Buyer or the Seller, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or on the fifth business day following either the date on which the Adjustment Report has been received by the Seller and the Buyer (if a timely Dispute Notice is delivered) or the date on which the parties otherwise resolve all matters in respect of a Dispute Notice. Any such payment shall be made by wire transfer of immediately available funds to the account or accounts of the Seller or the Buyer, as the case may be, designated at least two business days prior to the date on which such payment is scheduled to be made, in each case together with interest thereon calculated at the prime rate published in the Wall Street Journal on the Closing Date plus 3.50 per annum from the Closing Date.

Adjustment and Payment. To the extent Effective Date Working Capital is less than Audited Working Capital minus $100,000, XXXX shall pay to Purchaser such deficit amount as a reduction in Purchase Price. To the extent Effective Date Working Capital is greater than Audited Working Capital plus $100,000, Purchaser shall pay such excess to XXXX as additional Purchase Price. Any adjustment to the Purchase Price pursuant to this Section 1.4 shall be paid two business days after the date on which the Adjustment Report is delivered to XXXX and the Purchaser or, if no Dispute Notice is received by either party on or prior to the last day of the Review Period, then on the business day following the last day of the Review Period. Any such payment shall be made in cash or by wire transfer of immediately available funds to an account designated by the party to receive such payment. The Estimated Purchase Price as reduced or increased, if at all, pursuant to this Section 1.4(b) shall be deemed to be the Purchase Price of the Shares (the "Purchase Price").

Adjustment and Payment. On the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or on the fifth business day following either the date on which the Adjustment Report has been received by the Sellers’ Representative and the Buyer (if a timely Dispute Notice is delivered) or the date on which the parties otherwise resolve all matters in respect of a Dispute Notice, ICL shall pay to the Buyer the amount, if any, by which the Purchase Price is less than the Estimated Purchase Price, or the Buyer shall pay to ICL the amount, if any, by which the Purchase Price is greater than the Estimated Purchase Price. Any such payment shall be made by wire transfer of immediately available funds to the account or accounts of ICL or the Buyer, as the case may be, designated at least two business days prior to the date on which such payment is scheduled to be made, in each case together with interest thereon calculated at the prime rate published in the Wall Street Journal on the Closing Date plus 2.50 per annum from the Closing Date. The Buyer shall have the right to elect to obtain any funds payable to it pursuant to this Section 4.4 from the Escrow Account.

Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Final Adjustment Amount shall be determined. The “Final Adjustment Amount” shall mean an amount equal to the sum of (i) the difference, expressed as a positive or negative number, as the case may be, between (A) the Working Capital Adjustment Amount and (B) the Preliminary Adjustment Amount, plus (ii) the difference, expressed as a positive or negative number, as the case may be, between (A) the Pension Underfunding, and (B) the Estimated Pension Underfunding. Within two Business Days of the determination of the Final Adjustment Amount, (x) if the Final Adjustment Amount is positive, the amount of the Final Adjustment Amount will be released by the Escrow Agent to the Parent, and (y) if the Final Adjustment Amount is negative, an amount equal to the absolute value of the Final Adjustment Amount will be paid by the Parent to the Representative. The Parent’s and the Representative’s sole and exclusive recourse for any amounts due under this Section 2.8 shall be limited to the collection of any amounts held in the Escrow Funds in accordance with the terms of the Escrow Agreement.

Adjustment and Payment. (a) If Closing Net Working Capital exceeds Base Net Working Capital, the Buyer shall pay the amount of such excess to the Seller. If Base Net Working Capital exceeds Closing Net Working Capital, the Seller will pay the amount of such excess to the Buyer. (b) Any payment pursuant to this Section 1.4 shall be made by wire transfer of immediately available funds to the account specified by the Seller or Buyer, as applicable, within ten Business Days after the Closing Net Working Capital has been determined pursuant to Section 1.3. The amount of any such payment shall also include interest on the amount of such excess from and including the Closing Date through but excluding the date on which such amount is paid at a rate per annum equal to the average over such period of the Federal funds discount rate as published in The Wall Street Journal.

Adjustment and Payment. Upon a final determination of the amounts set forth in the Closing Statement pursuant to this Section 1.06, the Purchase Price shall be adjusted by an amount (the “Net Adjustment Amount”), which shall equal zero (0): (i) minus, the amount, if any, by which the Closing Transaction Expenses exceed the Estimated Closing Transaction Expenses; (ii) plus, the amount, if any, by which the Estimated Closing Transaction Expenses exceed the Closing Transaction Expenses; (iii) minus, the amount, if any, by which the Closing Indebtedness exceeds the Estimated Closing Indebtedness; (iv) plus, the amount, if any, by which the Estimated Closing Indebtedness exceeds the Closing Indebtedness; (v) minus, the amount, if any, by which the Estimated Closing Cash on Hand exceeds the Closing Cash on Hand; (vi) plus, the amount, if any, by which the Closing Cash on Hand exceeds the Estimated Closing Cash on Hand; (vii) minus, the amount, if any, by which the Estimated Closing Working Capital exceeds the Closing Working Capital; and (viii) plus, the amount, if any, by which the Closing Working Capital exceeds the Estimate Closing Working Capital.

Adjustment and Payment. (a) Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Final Adjustment Amount and the Net Adjustment Amount shall be determined. The "Final Adjustment Amount" shall mean an amount equal to the sum of (a) the excess, if any, of (i) the Target Equity over (ii) the Closing Equity plus (b) the Cash Shortfall, if any. The "Net Adjustment Amount" shall mean an amount equal to the excess, if any, of the Final Adjustment Amount over the Preliminary Adjustment Amount.

Adjustment and Payment. Subject to the provisions of subsection (a) and upon the request of the Government of Palau, the sum of $28 million appropriated by Public Law 99–349 to fulfill the obligations of the United States under section 211(b) of the Com- pact (approved in Public Law 99–658), adjusted by section 215 of such Compact, shall be pro- vided to Palau upon entry into force of the Com- pact.

Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Cash Purchase Price shall be reduced by the amount, if any, by which the Closing Controllable Net Assets is less than (pound) 92,400,000, or increased by the amount, if any, by which the Closing Controllable Net Assets is greater than (pound) 92,400,000. Any adjustment to the Cash Purchase Price pursuant to this Section 1.3 shall be paid by the Buyer or the Seller, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or five business days after the date on which the Adjustment Report has been received by the Seller and the Buyer (if a timely Dispute Notice is delivered). Any such payment shall be made by wire transfer of immediately available funds to the account or accounts of the Seller or the Buyer, as the case may be, such account or accounts designated in accordance with the notice provisions of Section 13.2 at least two business days prior to the date on which such payment is scheduled to be made and shall be increased by interest from the Closing Date to and including the date of payment calculated at 1% plus The Chase Manhattan Bank prime rate. Any purchase price adjustment paid in accordance with this Section 1.3 shall result in a corresponding adjustment to the allocation set forth on Annex D.