Common use of Adjustment to Estimated Purchase Price Clause in Contracts

Adjustment to Estimated Purchase Price. (i) If the Adjustment Amount is a positive amount, then (A) Purchaser shall pay the Adjustment Amount to the Sellers’ Representative (for the benefit of the Sellers) by wire transfer or delivery of immediately available funds within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided that Purchaser’s aggregate liability pursuant to this Section 2.3(d)(i)(A) shall in no event exceed an amount equal to $200,000 and (B) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the entirety of the Held Back Shares. (ii) If the Adjustment Amount 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 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the number of Held Back Shares equal to the dollar amount remaining after subtracting the absolute value of such negative amount (or, if the absolute value of such negative amount exceeds $200,000, then none of the Held Back Shares shall be issued to the Sellers). (iii) For the avoidance of doubt, the right to not issue all or a portion of the Held Back Shares to the Sellers shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Adjustment Amount pursuant to Section 2.3(d)(ii). (iv) Any amounts which become payable and Held Back Shares issuable pursuant to this Section 2.3(d) will constitute an adjustment to the Purchase Price for all purposes.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment Amount is a positive amount, then (A) Purchaser Buyer shall pay pay, or shall cause the Adjustment Amount Company to the Sellers’ Representative (for the benefit of the Sellers) pay, to Seller an amount equal to such positive amount by wire transfer or delivery of immediately available funds funds, in each case, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided that Purchaser’s aggregate liability pursuant to this Section 2.3(d)(i)(A2.4(b) above, and the Parties shall in no event exceed an amount equal to $200,000 and (B) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue deliver joint written instructions to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, Escrow Agent instructing the entirety of Escrow Agent to deliver to Seller the Held Back SharesEscrow Funds. (ii) If the Actual Adjustment Amount 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 2.32.4(b), Purchaser the Parties shall issue deliver joint written instructions to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, Escrow Agent instructing the number of Held Back Shares Escrow Agent to deliver to the Company an amount equal to the dollar amount remaining after subtracting the absolute value of such negative amount from the Escrow Funds; provided that (or, A) if the Actual Adjustment is a negative amount the absolute value of which is less than the amount of the Escrow 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 of the remaining Escrow Funds to Seller, and (B) if the Actual Adjustment is a negative amount exceeds $200,000the absolute value of which is greater than the amount of Escrow Funds, then none of the Held Back Shares shall be issued in addition to the Sellersrelease of Escrowed Funds described in clause (A) of this Section 2.4(c)(ii), Seller shall pay to Buyer an amount equal to such excess. (iii) For the avoidance of doubt, the right to not issue all or a portion of the Held Back Shares to the Sellers shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Adjustment Amount pursuant to Section 2.3(d)(ii). (iv) Any amounts which become payable and Held Back Shares issuable pursuant to this Section 2.3(d2.4(c) will constitute an adjustment to the Purchase Price for all purposespurposes hereunder.

Adjustment to Estimated Purchase Price. (i) Section 2.3.4.1 If the Actual Adjustment Amount is a positive amount, then (A) subject to payment of any Additional Section 116 Escrow Amount in accordance with the Section 116 Escrow Agreement, Purchaser shall will pay the Adjustment Amount to the Sellers’ Representative (for the benefit of the Sellers) Seller such positive amount by wire transfer or delivery of immediately available funds funds, in each case, within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided that Purchaser’s aggregate liability 2.3.3. Section 2.3.4.2 If the Actual Adjustment is a negative amount, Purchaser and Seller will instruct the Escrow Agent to pay to Purchaser such amount from the Adjustment Escrow Funds 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 2.3(d)(i)(A) shall in no event exceed an amount equal to $200,000 and (B) within 2.3.3. Section 2.3.4.3 Within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser and Seller shall issue deliver joint written instructions to the Sellers, in accordance with each Escrow Agent instructing the Escrow Agent to deliver any Adjustment Escrow Funds not distributed to Purchaser pursuant to Section 2.3.4.2 to Seller’s respective Pro Rata Percentage, the entirety of the Held Back Shares. (ii) If the Adjustment Amount 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 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the number of Held Back Shares equal to the dollar amount remaining after subtracting the absolute value of such negative amount (or, if the absolute value of such negative amount exceeds $200,000, then none of the Held Back Shares shall be issued to the Sellers). (iii) 2.3.4.4 For the avoidance of doubt, recovery from the right to not issue all or a portion of the Held Back Shares to the Sellers Adjustment Escrow Account shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Actual Adjustment Amount pursuant to under Section 2.3(d)(ii). (iv) Any amounts which become payable 2.3.4.2 and Held Back Shares issuable pursuant to Seller shall not have any liability or obligation under this Section 2.3(d) will constitute an adjustment to 2.3 for any portion of the Purchase Price for all purposesActual Adjustment in excess of the amount of the then-remaining Adjustment Escrow Funds.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment Amount is a positive amount, then Surviving Corporation will (A) Purchaser shall pay the Adjustment Amount to Shareholder Representative, on behalf of each holder of Company Equity Securities (as defined in Section 9.1(a)) as of immediately prior to the Sellers’ Representative Closing (for excluding holders of Options), such positive amount, together with interest on such amount at an annual rate equal to the benefit LIBOR six-month rate of interest calculated on a 365-day year (as quoted on the Business Day prior to the payment date by the Wall Street Journal) (the “Interest Rate”) from the Closing Date to the date of the Sellers) payment of such amount to Shareholder Representative, on behalf of the holders of Company Equity Securities as of immediately prior to the Closing (excluding holders of Options), less the applicable Pro Rata Portion of such amount payable to holders of Options, by wire transfer or delivery of other immediately available funds funds, in each case, within three business days after the date on which the Purchase Price is finally determined pursuant to Section 2.7(c) above, and (3B) will pay (less any required withholding Tax) to each holder of Options such holder’s applicable Pro Rata Portion of the total amount due and payable by the Surviving Corporation pursuant to this first sentence of Section 2.7(d)(i). In such event, the Shareholder Representative shall disburse such proceeds to the holders of Company Equity Securities (excluding holders of Options) within five Business Days of receipt of such proceeds in accordance with the applicable Pro Rata Portion. (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 2.3; provided that Purchaser’s aggregate liability pursuant 2.7(c) above, Parent and Shareholder Representative shall deliver joint written instructions to this Section 2.3(d)(i)(A) shall in no event exceed the Escrow Agent instructing the Escrow Agent to deliver to the Surviving Corporation from the Escrow Funds an amount equal to $200,000 and (B) within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the entirety of the Held Back Shares. (ii) If the Adjustment Amount 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 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the number of Held Back Shares equal to the dollar amount remaining after subtracting the absolute value of such negative amount, together with interest on such amount (or, if at the absolute value Interest Rate from the Closing Date to the date of the payment of such negative amount exceeds $200,000to Parent; provided, however, that in no event will such aggregate amount exceed the amount then none of in the Held Back Shares shall be issued to the Sellers)Escrow Account. (iii) For the avoidance of doubt, the right to not issue all or a portion of the Held Back Shares to the Sellers shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Adjustment Amount pursuant to Section 2.3(d)(ii). (iv) Any amounts which become payable and Held Back Shares issuable pursuant to this Section 2.3(d) will constitute an adjustment to the Purchase Price for all purposes.

Adjustment to Estimated Purchase Price. (i) If the Actual Adjustment Amount is a positive amount, then (A) Purchaser Buyer shall pay pay, or shall cause the Adjustment Amount Company to pay, to Seller an amount equal to such positive amount; provided, that such positive amount shall in no event exceed the Sellers’ Representative (for the benefit value of the Sellers) Escrow Amount. Such amount shall be paid by Buyer by wire transfer or delivery of immediately available funds funds, in each case, within three (3) Business Days [***] after the date on which the Purchase Price is finally determined pursuant to this Section 2.3; provided 2.4(b) above. In the event that Purchaser’s aggregate liability pursuant to this Section 2.3(d)(i)(Athe full amount (if any) by which the absolute value of the Actual Adjustment is greater than the value of the Escrow Amount, Seller shall in have no event exceed an amount equal to $200,000 and recourse against the Buyer or any other Person for such excess. (Bii) 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 2.32.4(b), Purchaser the Parties shall issue deliver joint written instructions to the SellersEscrow Agent instructing the Escrow Agent (A) to deliver to the Company an amount equal to the absolute value of such negative amount from the Escrow Funds and (B) if the absolute value of such negative amount is less than the Escrow Funds, in accordance with each Seller’s respective Pro Rata Percentage, to deliver the entirety remaining portion of the Held Back SharesEscrow Funds to Seller following the distribution in clause (A). In the event that the full amount (if any) by which the absolute value of the Actual Adjustment is greater than the amount of available Escrow Funds, Buyer shall have no recourse against the Seller or any other Person for such excess. (iiiii) If Any amounts which become payable pursuant to this Section 2.4(c) will constitute an adjustment to the Adjustment Amount is a negative amountPurchase Price for all purposes hereunder to the extent permitted by Law. (iv) After the determination of the Actual Adjustment, then Buyer shall pay, or shall cause the Company to pay, to Seller any amounts under the Transaction Bonuses that have not been earned pursuant to the terms thereof, 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 this Section 2.3, Purchaser shall issue to the Sellers, in accordance with each Seller’s respective Pro Rata Percentage, the number of Held Back Shares equal to the dollar amount remaining after subtracting the absolute value of such negative amount (or, if the absolute value of such negative amount exceeds $200,000, then none of the Held Back Shares shall be issued to the Sellers2.4(b). (iii) For the avoidance of doubt, the right to not issue all or a portion of the Held Back Shares to the Sellers shall be the sole and exclusive remedy available to Purchaser and its Affiliates for any negative Adjustment Amount pursuant to Section 2.3(d)(ii). (iv) Any amounts which become payable and Held Back Shares issuable pursuant to this Section 2.3(d) will constitute an adjustment to the Purchase Price for all purposes.