Common use of Final Adjustment Amount Clause in Contracts

Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c), the Employee Liabilities as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities set forth in the Employee Liabilities Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Employee Liabilities Disputes to the Accounting Firm, as contemplated by Section 2.8(c), the Employee Liabilities Adjustment Amount as so resolved. If the Employee Liabilities Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement. Any downward adjustment to the Consideration under this Section 2.8(e) shall be effected as follows: The Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to the Employee Liabilities Difference.

Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail Sellers’ Representative fails to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c2.3(b), the Employee Liabilities Adjustment Amount as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities set forth in the Employee Liabilities Closing Statement Adjustment Amount is resolved by resolution of Buyers’ Parent and the Transferors Sellers’ Representative or by submission of any remaining Employee Liabilities Disputes to the Accounting Firm, as contemplated by Section 2.8(c2.3(b), the Employee Liabilities Adjustment Amount as so resolved. If the Employee Liabilities Final Adjustment Amount exceeds is greater than the Employee Liabilities set forth in Estimated Adjustment Amount (the Pre-Closing Employee Liabilities Statementamount of such excess, the “Adjustment Excess”), then Buyers’ Parent shall pay or cause to be paid to Sellers’ Representative in cash, by wire transfer of immediately available funds to an account or accounts designated by Sellers’ Representative in writing, the Consideration payable by Parent to Adjustment Excess. If the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and is less than the Employee Liabilities set forth Estimated Adjustment Amount (the absolute amount of such shortfall, the “Adjustment Shortfall”), then Sellers’ Representative shall pay to Buyers, in cash, by wire transfer of immediately available funds to an account or accounts designated by Buyers’ Parent in writing, the Pre-Closing Employee Liabilities StatementAdjustment Shortfall. Any downward adjustment All payments made pursuant to this Section 2.3(d) shall be made within 15 Business Days of the Consideration determination of the Final Adjustment Amount. Whenever any payment under this Section 2.8(e2.3(d) shall be effected as follows: The Transferor Parties due on a day other than a Business Day, such payment shall promptly, but in no event later than five (5) be made on the next succeeding Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with Day. All payments made pursuant to this Section 2.8, pay to Parent an amount in cash equal 2.3 shall be treated by all parties for tax purposes as adjustments to the Employee Liabilities DifferencePurchase Price.

Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail Transferor fails to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c), the Employee Liabilities Adjustment Amount as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities Adjustment Amount set forth in the Employee Liabilities Closing Statement is resolved by resolution of Parent and the Transferors Transferor or by submission of any remaining Employee Liabilities Disputes to the Independent Accounting Firm, as contemplated by Section 2.8(c), the Employee Liabilities Adjustment Amount as so resolved. If To the Employee Liabilities extent that an Acquiring Party becomes liable for or pays any of the Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities StatementAmount, then the Consideration payable by Parent to the Transferors shall be reduced adjusted downward by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement. Any downward adjustment to the Consideration under this Section 2.8(e) shall be effected as follows: The at the election of Parent in its sole discretion, either (x) the Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to Final Adjustment Amount, (y) Parent shall cancel, in the Employee Liabilities Differencemanner set forth in Section 9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Final Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.8(e) shall be satisfied using a combination of a cash payment under (x) and a cancellation of Parent Common Stock under (y); provided, however, that if SFX elects to cancel shares of Parent Common Stock to satisfy obligations of the Transferor Parties under this Section 2.8(e), the Transferor Parties may instead elect to pay cash to satisfy such obligations. For the avoidance of doubt, if the Net Assets set forth in the Closing Statement, as finally determined in accordance with this Section 2.8, is negative two million dollars (($2,000,000)), the Final Adjustment Amount would be $500,000 (the amount by which the Net Assets set forth in the Closing Statement, as finally determined in accordance with this Section 2.8, “exceeds” the Target of negative one million five hundred thousand dollars (($1,500,000)).