Common use of Final Settlement and Adjustment to Purchase Price; Payment Clause in Contracts

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjustment Amount set forth on the Final Adjustment Certificate is a positive amount, then the Purchase Price shall equal the Preliminary Purchase Price decreased by an amount equal to the Adjustment Amount set forth on the Final Adjustment Certificate (an “Excess Payment”) and (y) if the Adjustment Amount set forth on the Final Adjustment Certificate is a negative number, then the Purchase Price shall equal the Preliminary Purchase Price increased by an amount equal to the absolute value of the Adjustment Amount set forth on the Final Adjustment Certificate (a “Shortfall Payment”). (ii) Any Shortfall Payment shall be paid by Buyer to Seller, and any Excess Payment shall be paid by Seller to Buyer, in each case, not later than three (3) Business Days after the Final Settlement Date by wire transfer of immediately available funds to an account or accounts specified by Buyer or Seller, as applicable. The amount of any payment to be made after the Closing Date pursuant to this Section 2.4(e)(ii) shall bear interest from and including the Closing Date to but excluding the date of payment at a floating rate per annum (accruing daily and computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed) initially equal to the 3-Month LIBOR Rate determined as of the Closing Date, and adjusting on each three month anniversary of the Closing Date to the 3-Month LIBOR Rate determined as of such anniversary date. Such interest shall be payable at the same time as the payment to which it relates.

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjustment Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate is a positive amountless than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount, then the Purchase Price shall equal the Preliminary Purchase Price decreased by an amount equal to such excess of the Adjustment Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount over the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate (an a “Excess Shortfall Payment”) and (y) if the Adjustment Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate is a negative numbergreater than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount, then the Purchase Price shall equal the Preliminary Purchase Price increased by an amount equal to the absolute value such excess of the Adjustment Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate over the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount (a an “Shortfall Excess Payment”). (ii) Any Shortfall Payment shall be paid by Buyer to Seller, and any or Excess Payment shall be paid by Seller Sellers to BuyerBuyers or Buyers to Sellers, in each caserespectively, not later than three (3) Business Days after the Final Settlement Date by wire transfer of immediately available funds to an account or accounts specified by Buyer Buyers or SellerSellers, as applicable. The amount of any payment to be made after the Closing Date pursuant to this Section 2.4(e)(ii) shall bear interest from and including the Closing Date to but excluding the date of payment at a floating rate per annum (accruing calculated daily and computed on the basis of a year of three hundred sixty (360) 365 days and the actual number of days elapsed) initially equal to the 3-Month LIBOR Rate determined prime rate as of published in the Wall Street Journal, Eastern Edition, (the “Prime Rate”) in effect on the Closing Date, and adjusting on each three month anniversary of the Closing Date to the 3-Month LIBOR Rate determined as of such anniversary date. Such interest shall be payable at the same time as the payment to which it relates.