Common use of Downward Adjustment Clause in Contracts

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.05(c)) is less than the Estimated Working Capital, then the Purchase Price will be adjusted by the amount of such shortfall and the Seller Representative, on behalf of the Seller and the Selling Partners, will pay, by wire transfer of immediately available funds to an account designated in writing by the Buyer, an amount in cash equal to such shortfall to the Buyer within three (3) Business Days after the date on which the Final Working Capital is finally determined pursuant to Section 2.05(c).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.05(c1.07(b)) is less than the Estimated Target Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfall, and Seller shall pay or cause to be paid an amount in cash equal to such shortfall and the Seller Representative, on behalf of the Seller and the Selling Partners, will pay, to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer, an amount in cash equal Purchaser to Seller. Any such shortfall payment is to the Buyer be made within three five (35) Business Days after of the date on which the Final Working Capital is finally determined pursuant to Section 2.05(c1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 2.05(c)1.6) is less than the Estimated Working CapitalCapital Estimate, then the Purchase Price will be adjusted downward by the amount of such shortfall (the “Downward Adjustment Amount”), and the Seller Representative, on behalf of the Seller and the Selling PartnersSellers, will pay, by wire transfer of immediately available funds shall pay to an account designated in writing by the Buyer, Purchaser an amount in cash equal to such shortfall to the Buyer Downward Adjustment Amount within three five (35) Business Days after from the date on which the Final Working Capital is finally determined pursuant to this Section 2.05(c)1.6.

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.05(c1.07(b)) is less than the Estimated Net Working Capital, then the Initial Purchase Price will be adjusted downward by the amount of such shortfall, and Seller will pay or cause to be paid an amount in cash equal to such shortfall and the Seller Representative, on behalf of the Seller and the Selling Partners, will pay, to Purchaser by wire transfer of immediately available funds to an account designated in writing by the Buyer, an amount in cash equal Purchaser to Seller. Any such shortfall payment is to the Buyer be made within three (3) five Business Days after of the date on which the Final Working Capital is finally determined pursuant to Section 2.05(c1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.05(c2.9(b)) is less than the Estimated Target Working Capital, then the Purchase Price will be adjusted downward by the amount of such the shortfall (the “Working Capital Shortfall”), and Seller shall pay or cause to be paid to Buyer an amount in cash equal to the Seller Representative, on behalf of the Seller and the Selling Partners, will payWorking Capital Shortfall, by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer, an amount in cash equal Buyer to Seller. Any such shortfall payment is to the Buyer be made within three (3) five Business Days after of the date on which the Final Working Capital is finally determined pursuant to Section 2.05(c2.9(b).