Net Adjustment Amount Sample Clauses

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent shall, within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2, pay an amount equal to the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in writing by the Escrow Agent in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to distribute such amount, together with the other funds constituting the Consideration Escrow Amount portion of the Escrow Fund, to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement. (ii) If the Net Adjustment Amount is negative (or zero), the Stockholder Representative and Parent shall within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2 jointly instruct the Escrow Agent to pay to Parent by wire transfer of immediately available funds to an account specified by Parent, from the Consideration Escrow Amount portion of the Escrow Fund, an amount equal to the lesser of (x) the absolute value of the Net Adjustment Amount, and (y) the total amount in the Consideration Escrow Amount portion of the Escrow Fund. If the absolute value of the Net Adjustment Amount is less than the total amount in the Consideration Escrow Amount portion of the Escrow Fund, then the Stockholder Representative and Parent shall also instruct the Escrow Agent to distribute such remaining amounts in the Consideration Escrow Amount portion of the Escrow Fund (after payment to Parent pursuant to the precedent sentence) to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement.

Net Adjustment Amount. (A) If the Net Adjustment Amount is positive, Parent shall within three Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) pay the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to use such amount to pay (1) to the Stockholder Representative an amount equal to its expenses incurred in connection with the exercise of its rights under Section 4.1(b)(iii) and (2) to the Paying Agent for further payment to each Person that immediately prior to the Effective Time held Shares (other than the Dissenting Shares) that has surrendered Shares in accordance with Section 4.2(e), an amount equal to the product of (x) such Person’s Percentage Ownership and (y) the amount remaining in the Working Capital Escrow Fund after making the payment contemplated by clause (1) of this Section 4.1(b)(iv)(A). (B) If the Net Adjustment Amount is negative, the Stockholder Representative and Parent shall within three Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) jointly instruct the Escrow Agent to pay to Parent, from the funds, if any, then constituting the Working Capital Escrow Fund an amount equal to the lesser of (1) the absolute value of the Net Adjustment Amount and (2) the Working Capital Escrow Amount; and in the event the amount so paid is the amount contemplated by clause (1) of this Section 4.1(b)(iv)(B), the balance of the Working Capital Escrow Fund shall be paid in accordance with clauses (1) and (2) of Section 4.1(b)(iv)(A). (C) Any payments made pursuant to this Section 4.1(b) shall be treated as an adjustment to the Merger Consideration for all Tax purposes, unless otherwise required by applicable Law.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive and has a value greater than $5,000,000 (the “Collar Amount”), Purchaser shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.03, pay, or cause to be paid, the Net Adjustment Amount in immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers in accordance with the allocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, no later than two (2) Business Days after such final determination pursuant to this Section 2.03. (ii) If the Net Adjustment Amount is negative and has an absolute value greater than the Collar Amount, Sellers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.03, pay, or cause to be paid, the absolute value of the Net Adjustment Amount in immediately available funds to Purchaser by wire transfer to a bank account designated in writing by Purchaser no later than two (2) Business Days after such final determination pursuant to this Section 2.03. (iii) If the absolute value of the Net Adjustment Amount is less than or equal to the Collar Amount, no payment shall be made pursuant to this Section 2.03(d). (e) The process set forth in this Section 2.03 shall be the exclusive remedy of Sellers and Purchaser for any disputes related to the Closing Cash, Closing Indebtedness, Closing Other Adjustments, Closing Net Working Capital and Net Adjustment Amount, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchasers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.02(e)(i), pay, or cause to be paid, the Net Adjustment Amount in immediately available funds to an account of the Sellers, for further payment to the other Sellers in accordance with the allocation set forth in Section 5.18(h) of the Disclosure Letter, no later than two (2) Business Days after such final determination pursuant to this Section 2.02(e)(i). (ii) If the Net Adjustment Amount is negative, Sellers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.02(e)(ii), pay, or cause to be paid, the absolute value of the Net Adjustment Amount in immediately available funds to Purchasers by wire transfer to a bank account designated in writing by Purchasers no later than two (2) Business Days after such final determination pursuant to this Section 2.02(e)(ii).

Net Adjustment Amount. Upon final determination of the Final Purchased Cash as provided in Section 1.4(c): (i) if the Net Adjustment Amount is positive, Purchaser shall promptly deliver to the Company the Net Adjustment Amount. (ii) if the Net Adjustment Amount is negative, the Company shall promptly deliver to Purchaser the absolute value of the Net Adjustment Amount. (iii) any payment pursuant to this Section 1.4(d) shall be made by Purchaser or the Company, as the case may be, as promptly as practicable, but in no event later than five Business Days following the determination of the Final Purchased Cash as provided in Section 1.4(c), by wire transfer of immediately available funds to the account of the other party as may be designated in writing by such other party.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchaser shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Member Representative by wire transfer in immediately available funds the Net Adjustment Amount. (ii) If the Net Adjustment Amount is negative, Member Representative and Purchaser shall, within 10 Business Days after the Statement becomes final and binding on the parties, jointly instruct the Adjustment Escrow Agent to pay to Purchaser from the funds, if any, then constituting the Adjustment Escrow Fund an amount equal to the absolute value of the Net Adjustment Amount; provided that if the absolute value of the Net Adjustment Amount is an amount greater than the funds then constituting the Adjustment Escrow Amount, the Member Representative, on behalf of the Sellers, shall pay to Purchaser such excess amount. (iii) If the Net Adjustment Amount is positive, or if any portion of the Adjustment Escrow Fund remains after delivery of any Net Adjustment Amount pursuant to Section 1.04(d)(ii), Member Representative and Purchaser shall jointly instruct for the immediate disbursement to Member Representative of the Escrow Funds remaining in the Adjustment Escrow Account.

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchaser shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Seller by wire transfer in immediately available funds the Net Adjustment Amount, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. (ii) If the Net Adjustment Amount is negative, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Purchaser by wire transfer in immediately available funds the absolute value of the Net Adjustment Amount, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

Net Adjustment Amount. 7 Net Sales .......................................................................7 Net Working Capital .......................................................................9 Non-Company Business Employee .......................................................................9 Non-U.S. Benefit Plan .......................................................................34

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive and has a value greater than $5,000,000 (the “Collar Amount”), Purchaser shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.03, pay, or cause to be paid, the Net Adjustment Amount in immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers in accordance with the allocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, no later than two (2) Business Days after such final determination pursuant to this Section 2.03. (ii) If the Net Adjustment Amount is negative and has an absolute value greater than the Collar Amount, Sellers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.03, pay, or cause to be paid, the absolute value of the Net Adjustment Amount in immediately available funds to Purchaser by wire transfer to a bank account designated in writing by Purchaser no later than two (2) Business Days after such final determination pursuant to this Section 2.03. (iii) If the absolute value of the Net Adjustment Amount is less than or equal to the Collar Amount, no payment shall be made pursuant to this Section 2.03(d).

Net Adjustment Amount. (i) If the Net Adjustment Amount is positive or zero, (A) Buyer will promptly deliver the Net Adjustment Amount (if any) to Sellers and (B) the Escrow Agent will promptly deliver the NWC Escrow Amount to Sellers. (ii) If the Net Adjustment Amount is negative, the Escrow Agent (on behalf of Seller Parent) will promptly deliver to Buyer from the NWC Escrow Amount the absolute value of the Net Adjustment Amount. To the extent the absolute value of the Net Adjustment Amount (if negative) is greater than the NWC Escrow Amount, Seller Parent will promptly deliver such excess amount to Buyer. If the Net Adjustment Amount payable to Buyer under this Section ‎1.5(e)(ii) is less than the NWC Escrow Amount, the Escrow Agent will deliver to Sellers the remaining portions of the NWC Escrow Amount. (iii) Any payment pursuant to this Section ‎1.5(e) will be made as soon as practicable, but in no event more than five Business Days after the Net Adjustment Amount has been determined, by wire transfer by Buyer, the Escrow Agent (on behalf of Sellers) or Seller Parent, as the case may be, of immediately available funds to the account of Seller Parent or Buyer, as applicable, as may be designated in writing by Seller Parent or Buyer, as applicable.