Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Negative Adjustment Amount”), then the Sellers’ Representative shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer (i) from the Working Capital Escrow Fund; and (ii) to the extent the amount of the Negative Adjustment Amount exceeds the amount available in the Working Capital Escrow Fund, from the Indemnification Escrow Fund or from Sellers, at the discretion of Buyer; in accordance with the Escrow Agreement.
Negative Adjustment. If the dif- xxxxxxx is negative (that is, the holder pays less than the adjusted issue price of the original debt instrument), then, with respect to the issuer but not the holder, the difference reduces the ag- gregate adjusted issue prices of all of the debt instruments in the issue, both original and additional.
Negative Adjustment. The Negative Adjustment shall be the sum of the following:
Negative Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are negative amounts (i.e., the Estimated AGZ Share Price and the Estimated FA Share Price are greater than the AGZ Share Price and FA Share Price, respectively), the Sellers shall pay to the Purchaser an amount per AGZ Share and FA Share equal to the following:
Negative Adjustment. Subject to Section 2.11(d) below, if there is a negative Adjustment Amount, then within three Business Days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall prepare an amendment to the Notes reflecting a decrease of the principal amount outstanding under the Notes by the Adjustment Amount. The amount of such reduction applied to each individual Note shall be calculated in the same manner as the calculation in Section 2.9(e)(iii) above. Parent shall provide such amendments to the applicable Note Representative or the Escrow Agent, as applicable, to append to such Notes. The Note Payment Rights to which each of the Accredited Option Holders, Accredited Stockholders and Warrant Holders, as the case may be, is entitled shall be reduced by the same proportionate reduction of the applicable Note.
Negative Adjustment. If the Final Common Purchase Price is less than the Estimated Common Purchase Price estimated at Closing (such amount that is less than the Estimated Common Purchase Price shall be referred to as the "Deficiency") and the Deficiency is less than or equal to the amount of funds deposited in the Purchase Price True-Up Holdback, the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to Buyer the amount of the Deficiency from the funds deposited and remaining in the Purchase Price True-Up Holdback and direct that the balance of the Purchase Price True-Up Holdback (if any) be paid to the Sellers in accordance with their Holdback Share.
Negative Adjustment. If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.
Negative Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is less than the Net Working Capital derived from the Preliminary Balance Sheet (the "Preliminary Net Working Capital"), then the Seller shall pay to the Purchaser the amount by which the Net Working Capital is less than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Purchaser or by certified check within ten (10) days of the Balance Sheet Delivery Date (as defined below).
Negative Adjustment. If the Post-Closing Adjustment Amount is ------------------- negative, then the Unadjusted Purchase Price shall be adjusted upward dollar- for-dollar by the Post-Closing Adjustment, and Buyer shall pay the lesser of (x) such Post-Closing Adjustment Amount and (y) $200,000, to Seller in immediately available funds within three (3) days following final determination of such amount as described in Section 1.3(b) (i).
