Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.5:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid by Buyer to Sellers in cash, and the Adjustment Holdback shall be released to Sellers pursuant to Section 1.4(d); or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then such excess shall be paid by Sellers, first from the Adjustment Holdback and then, if the Adjustment Holdback is not sufficient to cover such difference, then directly from Sellers to Buyer in cash pursuant to their respective Pro Rata Shares. In the event that a portion of the Adjustment Holdback remains subsequent to an adjustment pursuant to this Section 1.4(c)(ii), then any remaining amounts of the Adjustment Holdback shall be paid in cash to Sellers pursuant to Section 1.4(d).
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.5, if ninety-five percent (95%) of the Estimated Cash Payment exceeds the Final Cash Payment (the amount of such excess, the “Cash Payment Shortfall”), then Orgenesis Parent shall pay an amount equal to the Cash Payment Shortfall to the Company in cash.
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.8, (i) if the Final Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid by Buyer to Seller in cash; or (ii) if the Estimated Cash Payment exceeds the Final Cash Payment, then such excess shall be paid by Seller to Buyer in cash. The Parties shall treat, and shall cause their respective Affiliates to treat, any payment made pursuant to this Section 1.7(b) as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Cash Payment Adjustment. (a) Within sixty (60) days after the Closing Date, Buyer (i) shall prepare and deliver to Seller a statement setting forth Buyer’s good faith calculation of (A) the Working Capital (and the Working Capital Surplus or Working Capital Deficit, if any), (B) the Cash Amount, and (C) based on the amounts set forth in clauses (A) and (B), the Cash Payment (the “Closing Statement”), and (ii) shall provide access to all records and work papers necessary to compute and verify the information set forth in the Closing Statement promptly upon request by Seller. After delivery of the Closing Statement, Seller and its accountants shall be permitted to make inquiries of Buyer and the Company and their accountants regarding questions concerning, or disagreements with, the Closing Statement arising in the course of their review thereof. If Seller has any objections to the Closing Statement, then Seller shall deliver to Buyer a statement (an “Objection Statement”) setting forth its disputes or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, Seller’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within forty-five (45) days after receipt of the Closing Statement by Seller, then the Closing Statement as originally received by Seller shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and Seller shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, Seller and Buyer shall submit each unresolved Objection Dispute to BDO USA LLP (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes (and only such Objection Disputes) and, in any event, to make its determination in respect of such Objection Disputes (and only such Objection Disputes) within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties and not subject to review by a court or other tribunal; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favora...
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.05:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid in cash by Buyer to each Seller in accordance with each such Seller’s respective Pro Rata Percentage, and Buyer and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the amount in the Adjustment Escrow Fund to each Seller in accordance with each such Seller’s respective Pro Rata Percentage; or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then Buyer and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the amount of such excess from the Adjustment Escrow Fund to Buyer, and (x) if such excess is less than the Adjustment Escrow Amount, Buyer and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Sellers (in accordance with each such Seller’s respective Pro Rata Percentage) the remaining amounts held in the Adjustment Escrow Fund, or (y) if such excess is greater than the Adjustment Escrow Amount, the Representative shall be obligated to pay to Buyer, and pay to Buyer, the difference between such excess and the Adjustment Escrow Amount.
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.07:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid in cash by Buyer Parties to Sellers into accounts designated in writing by Sellers; or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then such excess shall be paid in cash by Sellers to Buyer into accounts designated in writing by Buyer.
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.9:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid by Buyer to the Paying Agent for the benefit of the Participating Equityholders, which amount shall be distributed to the Participating Equityholders in accordance with their Fully-Diluted Pro Rata Percentages; or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then such excess shall be paid by the Representative, on behalf of the Participating Equityholders, to Buyer in cash.
Cash Payment Adjustment. In the event that the Buyer chooses not to exercise its termination rights under Section 8.1(d)(ii), the Purchase Price is subject to adjustment (an “Adjustment”) based on the Audit showing a material deviation from what is shown in the Financial Statements (the “Audit Adjustment Amount”), which shall be solely determined by the Auditors in accordance with the methodology set forth on Annex A. For purposes of this Agreement, there shall be no Adjustment unless and until the net aggregate amount of any deviations in the Audit exceeds $25,000 (the “Adjustment Basket”). Once the amount of the Adjustment Basket has been exceeded, the Purchase Price shall be adjusted in accordance with Section 1.3(a) for the entire Audit Adjustment Amount including the amount of any Adjustment that is below the Adjustment Basket. In no event shall any Audit Adjustment Amount exceed $87,500.
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.11:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid by Buyer in cash (A) to the Exchange Agent, for the benefit of and further payment to the Stockholders and the holders of In the Money Warrants, that portion of the Estimated Cash Payment payable to the Stockholders and the holders of In the Money Warrants pursuant to Section 1.7, and (B) to the Surviving Corporation, for the benefit of and further payment to the holders of In the Money Options, that portion of the Estimated Cash Payment payable to the holders of In the Money Options pursuant to Section 1.7, in all cases in accordance with their respective Fully-Diluted Pro Rata Percentages; or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then such excess less the then Unutilized Threshold, if any, shall first be paid by the Escrow Agent to Buyer from the Escrow Fund.
Cash Payment Adjustment. Within five (5) Business Days after the Cash Payment becomes final and binding in accordance with Section 1.5:
(i) if the Cash Payment exceeds the Estimated Cash Payment, then such excess shall be paid by Buyer to the Paying Agent in cash, for the benefit of Sellers in accordance with their Pro Rata Percentages; or
(ii) if the Estimated Cash Payment exceeds the Cash Payment, then Buyer and the Representative shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to Buyer a portion of the Escrow Amount equal to such excess by wire transfer of immediately available funds to an account or accounts designated by Buyer and the Seller Indemnitors shall promptly (but in any event within five (5) Business Days thereof) deliver to the Escrow Agent an amount equal to their Indemnity Pro Rata Percentage of the amount released to Buyer pursuant to this Section 1.4(d)(i) to be deposited in the escrow account to be held in accordance with the terms of this Agreement and the Escrow Agreement.
