Net Worth True-Up; Net Worth Definition. (a) If the Net Worth as shown on the Reviewed Balance Sheet as finally determined pursuant to this Section 1.4 (such amount being referred to herein as the “Final Net Worth”) is less than $1,812,820.00 (the “Net Worth Target”) (the amount of any such deficiency being referred to herein as the “Deficiency”), then Buyer shall permanently retain from the Net Worth Holdback the amount of such Deficiency. If, after retaining such amount from the Net Worth Holdback there are remaining funds in the Net Worth Holdback, then such remaining funds shall be paid promptly by Buyer to Seller. If the amount of the Net Worth Holdback is not sufficient to cover the Deficiency, then Seller shall pay to Buyer at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by Buyer at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the difference between the Deficiency and the Net Worth Holdback.
(b) If the Final Net Worth is greater than the Net Worth Target (the amount of such surplus being referred to herein as the “Net Worth Surplus”), Buyer shall (i) release the Net Worth Holdback in its entirety to Seller and (ii) pay to Seller at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by Seller at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Surplus.
