Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then:
(i) If any Post-Closing Addition is required, then Sellers’ Representative shall be entitled to receive a disbursement in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions) and Buyer will also pay Sellers’ Representative the amount of the Post-Closing Addition in immediately available funds by wire transfer made within ten (10) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 1.05(d) (which disbursement and payment shall be further distributed by Sellers’ Representative to Sellers in accordance with their respective Pro Rata Portions).
(ii) If any Post-Closing Reduction is required, then Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Price Adjustment Escrow Account in an amount equal to the Post-Closing Reduction and, to the extent sufficient funds are not available therein, Buyer shall be entitled to receive a disbursement in accordance with the Escrow Agreement from the Indemnity Escrow Account in an amount equal to the amount of such deficiency; provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, such excess after payment of the Post-Closing Reduction to Buyer shall be disbursed to Sellers’ Representative in accordance with the Escrow Agreement (which disbursement shall be further distributed by Sellers’ Representatives to Sellers in accordance with their respective Pro Rata Portions).
Adjustment Payment. If either Party’s Threshold NAND Capacity Ratio falls below ****.
Adjustment Payment. If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Adjustment Payment. Within five (5) days of the date upon which the amount of each adjustment is finally determined pursuant to this Article IV, payments required thereby will be made by check or wire transfer payable to the appropriate party.
Adjustment Payment. The Purchase Price shall be increased by the amount by which Closing Inventory exceeds $12,000,000 (the “Target Inventory”), and the Purchase Price shall be decreased by the amount by which Closing Inventory is less than the Target Inventory (the Purchase Price as so increased or decreased being hereinafter called the “Adjusted Purchase Price”). Within 10 days after the Statement has become final and binding in accordance with Section 2.03(b), (i) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at a rate of 5% per annum from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at a rate of 5% per annum from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the “Final Purchase Price”). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.
Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer shall pay to Agent, for the benefit of Sellers, by wire transfer of immediately available funds to an account designated by Agent, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash Consideration, or (ii) Sellers shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer and Sellers agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.
Adjustment Payment. (a) The amount equal to the Non-Cash Current Assets minus the Current Liabilities (each as of the Closing Date and as stated in the Final Report) is hereby defined as “Net Working Capital.” If Net Working Capital is more than $(1,074,400), (the “Maximum Net Working Capital”), then the principal amount due under the Promissory Note shall be increased by Net Working Capital minus the Maximum Net Working Capital. If Net Working Capital is less than $(1,174,400), (the “Minimum Net Working Capital”), then the principal amount due under the Promissory Note shall be reduced by the Minimum Net Working Capital minus Net Working Capital.
(b) In the event of a required increase in the principal amount of the Promissory Note under Section 2.2(a), Buyer and Seller covenant and agree to execute an amendment to the Promissory Note within 10 days following the Final Report Date which effectuates such required increase, with interest accruing on the amount of such increase in the principal amount of the Promissory Note from the Closing Date, and such amendment to be reasonably satisfactory in form and substance to the Buyer and the Seller. In the event of a required decrease in the principal amount of the Promissory Note under Section 2.2(a), Buyer and Seller covenant and agree to execute an amendment to the Promissory Note within 10 days following the Final Report Date which effectuates such required decrease, such amendment to reflect that no interest shall accrue (or shall have ever accrued) on the amount obtained by subtracting the Net Working Capital from the Minimum Net Working Capital, and such amendment to be reasonably satisfactory in form and substance to Buyer and the Seller.
Adjustment Payment. (i) If the Adjustment Payment as finally determined in accordance with Section 2.2.3.1 is higher than the Estimated Adjustment Payment, the Main Sellers, acting on their own behalf and as agent of the Other Sellers and the EMEA Sellers, shall pay or cause to be paid to the Purchaser, acting on its own behalf and as agent of the Designated Purchasers (if applicable), an amount equal to the positive difference between the Adjustment Payment and the Estimated Adjustment Payment.
(ii) If, instead, the Adjustment Payment as finally determined in accordance with Section 2.2.3.1 is lower than the Estimated Adjustment Payment, the Purchaser, acting on its own behalf and as agent of the Designated Purchasers (if applicable), shall pay to the Distribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to the positive difference between the Estimated Adjustment Payment and the final Adjustment Payment.
Adjustment Payment. (i) Upon the determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA in accordance with this Section 3.2, the Purchase Price will be recalculated using the Final Net Book Value, the Final Rimage Sub Cash and Final EBITDA in lieu of the Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA used in the calculation of the Purchase Price payable at Closing. For the avoidance of doubt, for purposes of determining the Final Rimage Sub Cash, it shall not exceed the Maximum Rimage Sub Cash.
(ii) If the Purchase Price as recalculated under Section 3.2(d)(i) exceeds the Purchase Price paid at Closing, then Buyer will pay to Seller the amount by which the recalculated Purchase Price exceeds the Purchase Price paid at Closing by wire transfer or delivery of other immediately available funds to the accounts designated by Seller in writing to Buyer within ten days after the determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA.
(iii) If the Purchase Price as recalculated under Section 3.2(d)(i) is less than the Purchase Price paid at Closing, then Seller will pay to Buyer the amount by which the recalculated Purchase Price is less than the Purchase Price paid at Closing after the determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA. Such payment shall be made by wire transfer or delivery of other immediately available funds to the accounts designated by Buyer in writing to Seller within ten days after the determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA.
Adjustment Payment. If the Closing Working Capital is less than $500,000,000, Weyerhaeuser shall, within ten business days after the Statement becomes final and binding on the parties, pay to Spinco the amount by which Closing Working Capital is less than $500,000,000. If the Closing Working Capital exceeds $600,000,000, Spinco shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Weyerhaeuser the amount by which Closing Working Capital exceeds $600,000,000. Any payment made pursuant to this Section 2.04(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two business days prior to such payment by the party entitled to receive such payment together with interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
