Final Net Book Value Adjustment. If the Closing Date Net Book Value is greater than the Estimated Net Book Value, Buyer shall pay to the Shareholders, in accordance with their respective proportions of the Purchase Price set forth in Section 2.2 of the Disclosure Schedule, the amount of such excess, with interest at the rate of seven and one-quarter percent (7.25%) per annum from and after the Closing Date to the date of payment. If the Closing Date Net Book Value is less than the Estimated Net Book Value, the Shareholders shall pay to Buyers the amount of such deficiency, with interest at a rate of seven and one-quarter percent (7.25%) per annum from and after the Closing Date to the date of payment, in accordance with the "Percent of P-C Adjustment" set forth opposite their respective names in Section 2.2 of the Disclosure Schedule. Any payment required of the Buyer or the Shareholders, as the case may be, pursuant to this Section 2.3(f) shall be made within fifteen (15) days of the delivery of the Notice of Acceptance or, in the event of delivery of a Dispute Notice, within fifteen (15) days of a final determination thereof as described in Section 2.3(e), by wire transfer of immediately available funds (i) if to the Buyer, to such account as is designated by the Buyer, and (ii) if to the Shareholders, to the account referred to in Section 2.2(a) hereof, which transfer shall be deemed for all purposes to constitute delivery to all of the Shareholders.
Final Net Book Value Adjustment. Within fifteen (15) days after the delivery of the Notice of Acceptance or, in the event of delivery of a Dispute Notice, within fifteen (15) days after a final determination thereof as described in Section 2.6(f) (the "Purchase Price Adjustment Settlement Date"), the Buyer and the Company's Agent jointly shall prepare and deliver to the Escrow Agent, a certification, executed by the Buyer and the Company's Agent, itemizing the sums to be disbursed from the Purchase Price Adjustment Escrow Fund and authorizing such disbursement, as follows: If the Closing Date Net Book Value (as finally determined in the manner provided above) is greater than the Estimated Net Book Value, the amount of such excess, with interest on such excess at the rate of six percent (6.0%) per annum from and after the Closing Date to the date of payment, together with the entire amount of the Purchase Price Adjustment Escrow (including the actual interest and other income earned thereon), shall be paid by the Buyer to the Payment Agent for the benefit of the Eligible Shareholders (other than Dissenting Shareholders), for disbursement as provided in Sections 2.7 and 2.8 below. If the Closing Date Net Book Value is less than the Estimated Net Book Value, the amount of such deficiency shall be paid to Buyer, out of the Purchase Price Adjustment Escrow, together with the actual interest and other income earned from and after the Closing Date to the date of payment on the portion of such Escrow Fund so returned to Buyer, and the remaining balance of the Purchase Price Adjustment Escrow (including the actual interest and other income earned on such portion) shall be paid to the Payment Agent for the benefit of the Eligible Shareholders (other than Dissenting Shareholders), for disbursement as provided in Sections 2.7 and 2.8 below. The difference (positive or negative) between the Estimated Net Book Value and the Closing Date Net Book Value is referred to herein as the "Final Net Book Value Adjustment." Promptly upon receipt of such certification as provided above, the Escrow Agent shall pay the sums indicated in such certification to the parties entitled thereto by wire transfer of immediately available funds as provided in the Purchase Price Adjustment Escrow Agreement.
