Closing Indebtedness Amount Adjustment Clause Samples
Closing Indebtedness Amount Adjustment. If the Closing Indebtedness Amount as finally determined pursuant to this Section 3.3 is greater than the Estimated Indebtedness Amount, the Holdback Amount shall be immediately reduced by the amount of such difference; provided, if such difference exceeds the Holdback Amount, (A) Buyer shall recover the entire Holdback Amount and (B) Sellers shall within three Business Days pay to Buyer, by wire transfer of immediately available funds, an amount in cash equal to such difference. If the Estimated Indebtedness Amount as finally determined pursuant to this Section 3.3 is greater than the Closing Indebtedness Amount, Buyer shall within three Business Days pay to Sellers the difference by wire transfer of immediately available funds.
Closing Indebtedness Amount Adjustment. The Purchase Price will be subject to a dollar-for-dollar post-Closing downward or upward adjustment if and to the extent that the Adjustment Statement, as finally determined in accordance with Section 3.5(d), provides that the Closing Indebtedness Amount exceeds or is less than the Estimated Closing Indebtedness Amount. To the extent the Closing Indebtedness Amount exceeds the Estimated Indebtedness Amount, the Purchase Price shall be adjusted downward. To the extent the Closing Indebtedness Amount is less than the Estimated Closing Indebtedness Amount, the Purchase Price shall be adjusted upward.