Common use of Adjustment to Estimated Purchase Price Clause in Contracts

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), (A) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer an amount equal to the absolute value of such negative amount from the Adjustment Escrow Funds; provided that if the absolute value of such negative amount is less than the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructions, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account (after payment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to this Section 2.4. (iii) Any amounts which are paid pursuant to this Section 2.4(c) will be treated as an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then (x) the Buyer shall pay to the Seller an amount equal to such positive amount, if any, by wire transfer or delivery of immediately available funds, in each case, within three Business Days after the date on which the Purchase Price is finally Net Working Capital Adjustment and Cash and Cash Equivalents are determined pursuant to this Section 2.4(b), 2.4 and (Ay) Buyer and the Parties Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller release the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause from the Company Adjustment Escrow Account to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available fundsSeller. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally Net Working Capital Adjustment and Cash and Cash Equivalents are determined pursuant to this Section 2.4(b2.4, the Buyer and the Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Buyer an amount equal to the absolute value of such negative amount out of the Adjustment Escrow Account (and, if applicable, out of the Indemnity Escrow Account as provided for in clause (y) of the following proviso); provided, that (x) to the extent the absolute value of the Actual Adjustment is less than the Adjustment Escrow Funds (the amount by which the absolute value of the Actual Adjustment is less than the Adjustment Escrow Funds, net of any amounts that the Seller is required to pay the Accounting Firm pursuant to Section 2.4(b)(ii), is referred to as the “Adjustment Escrow Excess Amount”), the Parties shall deliver joint written instructions to the Escrow Agent instructing the _ Escrow Agent to release the Adjustment Escrow Excess Amount from the Adjustment Escrow Account to the Seller simultaneously with the payment of the Actual Adjustment to Buyer and (y) to the extent the absolute value of the Actual Adjustment is more than the Adjustment Escrow Funds (the amount by which the absolute value of the Actual Adjustment is more than the Adjustment Escrow Funds, net of any amounts that the Seller is required to pay the Accounting Firm pursuant to Section 2.4(b)(ii), is referred to as the “Adjustment Escrow Shortfall Amount”), the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer an amount equal to the absolute value of such negative amount from release the Adjustment Escrow Funds; provided that if Shortfall Amount from the absolute value of such negative amount is less than the Adjustment Indemnity Escrow Amount, then Account to Buyer simultaneously with the delivery of such joint written instructions, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account (after payment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination remainder of the Purchase Price and Actual Adjustment pursuant to this Section 2.4Buyer. (iii) Any amounts which are paid pursuant to The parties’ payment obligations under this Section 2.4(c) 2.4 will not be treated as an adjustment subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Purchase Price Ancillary Documents and any right or alleged right of indemnification hereunder or for all purposes hereunder, except as otherwise required by applicable Lawany other reason or under any other agreement.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then the Surviving Entity shall pay to the Representative (on behalf of Sellers) an amount equal to such positive amount, net of applicable withholding taxes, if any, by wire transfer or delivery of immediately available funds, in each case, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.9. In addition, (A) the Parties Surviving Entity and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver release the Working Capital Escrow Amount to Seller the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available fundsRepresentative. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.9, the Parties Surviving Entity and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to: (A) disburse to deliver to Buyer an amount the Surviving Entity a portion of the Working Capital Escrow Amount equal to the absolute value of such negative amount, or if such amount exceeds the Working Capital Escrow Amount, disburse the entire Working Capital Escrow Amount and the balance of such amount from the Adjustment Indemnity Escrow Funds; provided that Amount to the Surviving Entity (it being understood that, notwithstanding anything to the contrary contained herein, the Escrow Amount shall be the sole source of recovery for any payment required to be made pursuant to this Section 2.9(c)(ii)) and (B) if the absolute value of such negative amount is less than the Adjustment Working Capital Escrow Amount, then simultaneously with disburse the delivery remaining portion of such joint written instructions, the Parties shall deliver joint written instructions Working Capital Escrow Amount to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account (after payment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to this Section 2.4Representative. (iii) Any amounts which are paid pursuant to this Section 2.4(c) will be treated as an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then (A) Buyer shall pay, or shall cause to be paid, to Seller an amount equal to such positive amount by wire transfer of immediately available funds within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), ) above and (AB) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available fundsFunds. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b), then the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver (A) to Buyer the Company an amount equal to the absolute value of such negative amount from the Adjustment Escrow Funds; provided that if Funds and (B) to the Seller the amount remaining of the Adjustment Escrow Funds after taking into account the payment pursuant to the foregoing clause (A). If the absolute value of such negative the Actual Adjustment is an amount is less than that exceeds the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructionsSeller shall pay, the Parties shall deliver joint written instructions or cause to be paid, to the Escrow Agent instructing the Escrow Agent Company an amount equal to release any excess funds remaining in the Adjustment Escrow Account (after payment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, Actual Adjustment minus the Adjustment Escrow Amount shall serve as by wire transfer of immediately available funds within three (3) Business Days after the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of date on which the Purchase Price and Actual Adjustment is finally determined pursuant to this Section 2.42.4(b) above. (iii) Any amounts amount which are paid becomes payable pursuant to this Section 2.4(c) will be treated as constitute an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then Buyer shall pay to the Seller the full amount of the Actual Adjustment by wire transfer or delivery of other 968037.12 immediately available funds within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b2.6(a), (A) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in wire transfer of immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to Section 2.4(b2.6(a), then Buyer and the Parties Seller shall deliver promptly provide a joint written instructions instruction to the Escrow Agent instructing to deliver from the Adjustment Escrow Account to Buyer, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to the lesser of (i) the absolute value of the Actual Adjustment and (ii) an amount equal to the funds then held in the Adjustment Escrow Account. The Adjustment Escrow Account shall constitute the sole and exclusive source of funds available to make any payment if the Actual Adjustment is a negative amount. (iii) If the Actual Adjustment is positive or zero or if the amount paid from the Adjustment Escrow Account to Buyer pursuant to Section 2.6(b)(ii) is less than the amount of the funds then held in the Adjustment Escrow Account, then Buyer and the Seller shall provide, simultaneously with the payment of the Actual Adjustment, a joint written instruction to the Escrow Agent to deliver to Buyer an amount equal the Seller, by wire transfer of immediately available funds to the absolute value of such negative account and in the amount from designated in writing by the Adjustment Escrow Funds; provided that if the absolute value of such negative amount is less than the Adjustment Escrow AmountSeller, all funds then simultaneously with the delivery of such joint written instructions, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any excess funds remaining in the Adjustment Escrow Account (after following, if applicable, the payment of the Actual Adjustment to Buyer of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to this Section 2.42.6(b)(ii). (iii) Any amounts which are paid pursuant to this Section 2.4(c) will be treated as an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.3, (A) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall payshall, or shall cause the Company to paya Group Company, to pay to Seller the an aggregate amount of the Actual Adjustment in equal to such positive amount by wire transfer or delivery of immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.3, the Parties Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer from the Adjustment Escrow Funds an amount equal to the absolute value of such negative amount from amount. (iii) Within three (3) Business Days after the Adjustment Escrow Funds; provided that if date on which the absolute value of such negative amount Purchase Price is less than the Adjustment Escrow Amount, then simultaneously finally determined pursuant to this Section 2.3 (and concurrent with the delivery of such joint written instructionspayments made or the instructions delivered pursuant to Section 2.3(c)(i) or 2.3(c)(ii), the Parties as applicable), Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release deliver to Seller any excess funds remaining in the Adjustment Escrow Account (after payment Funds not distributed to Buyer of the absolute value of such negative amountpursuant to Section 2.3(c)(ii). (iv) to Seller. For the avoidance of doubt, recovery from the Adjustment Escrow Amount Account shall serve as be the sole and exclusive source of recovery remedy available to Buyer and its Affiliates for any amounts owed to Buyer in connection with the final determination negative Actual Adjustment and Seller shall not have any liability or obligation under this Section 2.3 for any portion of the Purchase Price and Actual Adjustment in excess of the amount of the then-remaining Adjustment Escrow Funds. (v) Any amounts which become payable pursuant to this Section 2.4. (iii) Any amounts which are paid pursuant to this Section 2.4(c2.3(c) will be treated as constitute an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Lawpurposes.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.4, (A) the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the Adjustment Escrow Funds and (B) Buyer shall payshall, or shall cause the Company to paya Group Company, to pay to Seller the an aggregate amount of the Actual Adjustment in equal to such positive amount by wire transfer or delivery of immediately available funds. (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.4, the Parties Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer from the Adjustment Escrow Funds an amount equal to the lesser of (i) the absolute value of such negative amount from and (ii) the amount of the then-remaining Adjustment Escrow Funds; provided that if . (iii) Within three (3) Business Days after the absolute value of such negative amount date on which the Purchase Price is less than the Adjustment Escrow Amount, then simultaneously finally determined pursuant to this Section 2.4 (and concurrent with the delivery of such joint written instructionspayments made or the instructions delivered pursuant to Section 2.4(c)(i) or Section 2.4(c)(ii), the Parties as applicable), Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release deliver to Seller any excess funds remaining in the Adjustment Escrow Account (after payment Funds not distributed to Buyer of the absolute value of such negative amountpursuant to Section 2.4(c)(ii). (iv) to Seller. For the avoidance of doubt, recovery from the Adjustment Escrow Amount Account shall serve as be the sole and exclusive source of recovery remedy available to Buyer and its Affiliates for any amounts owed to Buyer in connection with the final determination negative Actual Adjustment and Seller shall not have any liability or obligation under this Section 2.4 for any portion of the Purchase Price and Actual Adjustment pursuant to this Section 2.4in excess of the amount of the then-remaining Adjustment Escrow Funds. (iiiv) Any amounts which are paid become payable pursuant to this Section 2.4(c) will be treated as constitute an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Lawpurposes.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then (x) Parent or the Surviving Corporation shall pay to the Representative the portion of the Actual Adjustment due to the holders of Company Common Shares (based on their aggregate Percentage Interests) (for distribution to such holders based on their relative Percentage Interests) and the remainder of the Actual Adjustment to the Surviving Corporation and/or any other Group Company designated by the Surviving Corporation (for distribution to the holders of Vested Company Options based on their relative Percentage Interests), in each case, in cash by wire transfer of immediately available funds and within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.9 and (y) simultaneously therewith, (A) Parent and the Parties Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver release (A) to Seller the Adjustment Representative the portion of the funds then remaining in the Escrow Funds Account due to the holders of Company Common Shares (based on their relative Percentage Interests) for distribution to such holders based on their relative Percentage Interests and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount remainder of the Actual Adjustment funds then remaining in wire transfer the Escrow Account to the Surviving Corporation and/or any other Group Company designated by the Surviving Corporation (for distribution to the holders of immediately available fundsVested Company Options based on their relative Percentage Interests); provided, that in no event shall the aggregate amount paid by Parent and the Surviving Corporation pursuant to Section 2.9(c)(i)(x) exceed $10,000,000. (ii) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.4(b)2.9, Parent and the Parties Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer Parent an amount equal to the absolute value of such negative amount from out of the Adjustment Escrow FundsAccount; provided that if the absolute value of such negative amount the Actual Adjustment is less than the Adjustment Escrow Amount, then simultaneously with the delivery of such joint written instructions, Parent and the Parties Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any (A) to the Representative the portion of the excess funds remaining in the Adjustment Escrow Account due to the holders of Company Common Shares (based on their aggregate Percentage Interests) for distribution to such holders of Company Common Shares based on their relative Percentage Interests and (B) the remainder of the excess funds in the Escrow Account to the Surviving Corporation and/or any other Group Company designated by the Surviving Corporation (for distribution to the holders of Vested Company Options based on their relative Percentage Interests), in each case, by wire transfer of immediately available funds and within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.9. (iii) With respect to each amount payable in respect of Company Common Shares and Vested Company Options, no later than three (3) Business Days prior to such payment from the Escrow Account to the Representative and the Surviving Corporation (or other Group Company designated by the Surviving Corporation), the Representative shall deliver to Parent a statement setting forth the portions of such payment required to be paid hereunder to the Representative (for distribution to holders of Company Common Stock based on their relative Percentage Interests) and to the Surviving Corporation or any other Group Company designated by the Surviving Corporation (for distribution to the holders of Vested Company Options based on their relative Percentage Interests). Notwithstanding anything to the contrary herein, (I) Parent, the Surviving Corporation and each Group Company making payments in respect of Company Vested Options shall be entitled to rely on such statement and the information provided therein by the Representative in all respects without any further inquiry and (II) following the payment by Parent (or out of the Escrow Account) of the applicable amounts to the Representative or the Surviving Corporation or any other Group Company designated by the Surviving Corporation so indicated in such statement, making such payment to Buyer the Representative or the Surviving Corporation or any other Group Company designated by the Surviving Corporation in accordance with such statement, none of Parent, the Surviving Corporation or any such Group Company shall have any obligation with respect to the distribution of such amounts by the Representative. (iv) In the event that, upon the submission of any items in dispute to the Accounting Firm pursuant to Section 2.9(b), the undisputed items would result in a payment out of the absolute value Escrow Account to one party, the other, or both, such payment shall be made promptly following such submission, applying the provisions of this Section 2.9(c) mutatis mutandis (including by executing and delivering joint written instructions in respect of such negative amountpayment to the Escrow Agent), and any such payment will be credited against any payment required to be paid pursuant to this Section 2.9(c). (v) to Seller. For the avoidance of doubt, except for Claims for Actual Fraud against the Adjustment Person committing such Actual Fraud, the Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer Parent in connection with the final determination of the Purchase Price and Actual Adjustment pursuant to this Section 2.42.9. (iiivi) Any Promptly after receipt of the amounts which are to be paid to the Surviving Corporation pursuant to this Section 2.4(c2.9(c), if any, the Surviving Corporation shall pay or cause to be paid to each holder of Vested Company Options the applicable portion of such amount (based on their relative Percentage Interests) will be treated as an adjustment through the Surviving Corporation’s payroll or, in the case of any non-U.S. holder of Vested Company Options, either through the applicable Group Company’s payroll or through such other means customary for such jurisdiction (but in any event in accordance with Applicable Law) and subject to the Purchase Price for all purposes hereunderdelivery of any tax forms (including the delivery of an applicable Tax form, except as otherwise to the extent required by Applicable Law and to the extent that such non‑U.S. holder has not already provided an applicable LawTax form to the Company). (vii) Notwithstanding anything to the contrary herein, no holder of Company Common Shares or Company Preferred Shares shall be entitled to receive payments pursuant to this Section 2.9(c) until such holder has complied with Section 2.13 (including, for the avoidance of doubt, by delivering a properly completed and duly executed Letter of Transmittal and surrendering its Company Stock Certificates or an affidavit of loss in lieu thereof).

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment is a positive amount, then (A) Purchaser will pay or cause to be paid to Seller such positive amount, net of applicable withholding taxes, if any, by wire transfer or delivery of other immediately available funds within three (3) Business Days after the date on which the Final Statement of Purchase Price is finally determined pursuant to Section 2.4(b), 2.3(b) and (AB) the Parties Seller and Purchaser shall deliver joint written instructions to the Escrow Agent instructing cause the Escrow Agent to deliver to Seller release the entire amount of the Adjustment Escrow Funds and (B) Buyer shall pay, or shall cause the Company to pay, to Seller the amount of the Actual Adjustment in by wire transfer or delivery of other immediately available fundsfunds within three (3) Business Days after the date on which the Final Statement of Purchase Price is determined pursuant to Section 2.3(b). (ii) If the Actual Adjustment is a negative amount, then Seller and Purchaser shall cause the Escrow Agent to release (A) an amount of cash equal to such negative amount out of the Adjustment Escrow Funds to Purchaser by wire transfer or delivery of other immediately available funds from the Escrow Account within three (3) Business Days after the date on which the Final Statement of Purchase Price is finally determined pursuant to Section 2.4(b)2.3(b) and (B) the remaining amount of the Adjustment Escrow Funds, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Buyer an amount equal to the absolute value if any, after payment of such negative amount from out of the Adjustment Escrow Funds; provided that if the absolute value of such negative amount is less than the Adjustment Escrow Amount, then simultaneously with the Funds to Seller by wire transfer or delivery of such joint written instructionsother immediately available funds within three (3) Business Days after the date on which the Final Statement of Purchase Price is determined pursuant to Section 2.3(b). (iii) If the Actual Adjustment is zero, the Parties (A) there shall deliver joint written instructions be no adjustment to the Escrow Agent instructing Estimated Purchase Price pursuant to this Section 2.3, and (B) Seller and Purchaser shall cause the Escrow Agent to release any excess funds remaining in the entire amount of the Adjustment Escrow Account Funds to Seller by wire transfer or delivery of other immediately available funds within three (3) Business Days after payment to Buyer the date on which the Final Statement of the absolute value of such negative amount) to Seller. For the avoidance of doubt, the Adjustment Escrow Amount shall serve as the sole and exclusive source of recovery for any amounts owed to Buyer in connection with the final determination of the Purchase Price and Actual Adjustment is determined pursuant to this Section 2.42.3(b). (iii) Any amounts which are paid pursuant to this Section 2.4(c) will be treated as an adjustment to the Purchase Price for all purposes hereunder, except as otherwise required by applicable Law.