Common use of Payment After Recalculation Clause in Contracts

Payment After Recalculation. Upon the determination, in accordance with Section 3.3(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of (A) Selling Expenses, (B) Closing Date Indebtedness and (C) Closing Cash calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price paid at the Closing. (i) If the Aggregate Purchase Price as recalculated pursuant to this Section 3.3(c) is greater than such estimated Aggregate Purchase Price, then Purchaser shall pay or cause to be paid to Seller the amount of any such excess. (ii) If the Aggregate Purchase Price as recalculated pursuant to this Section 3.3(c) is equal to such estimated Aggregate Purchase Price, then no further payment shall be payable by Purchaser or Seller under this Section 3.3(c). (iii) If the Aggregate Purchase Price as recalculated pursuant to this Section 3.3(c) is less than such estimated Aggregate Purchase Price, then Seller shall pay or cause to be paid to Purchaser the amount of such deficiency. (iv) Any payment made pursuant to this Section 3.3(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.3(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all purposes, including Tax purposes.

Payment After Recalculation. Upon the final determination, in accordance with Section 3.3(b3.4(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of (A) Selling Expenses, (B) the Closing Date Indebtedness Net Working Capital and (C) Closing Cash the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price paid at the Closing. (i) If the Aggregate Purchase Price Price, as recalculated pursuant to this Section 3.3(c) 3.4(c), is greater than such estimated Aggregate Purchase Price, then Purchaser shall pay or cause to be paid to Seller the Sellers’ Representative the amount of any such excess, for distribution to Sellers in accordance with their respective Allocable Portions thereof. (ii) If the Aggregate Purchase Price Price, as recalculated pursuant to this Section 3.3(c) 3.4(c), is equal to such estimated Aggregate Purchase Price, then no further payment shall be payable by Purchaser or any Seller under this Section 3.3(c3.4(c). (iii) If the Aggregate Purchase Price Price, as recalculated pursuant to this Section 3.3(c) 3.4(c), is less than such estimated Aggregate Purchase Price, then Seller shall Sellers shall, in accordance with their respective Allocable Portions, pay or cause to be paid to Purchaser the amount of such deficiency; provided, that, to the extent of available funds in the Working Capital Escrow, the Sellers’ Representative shall direct the Escrow Agent to pay the amount of any such deficiency from the Working Capital Escrow in accordance with Sellers’ respective Allocable Portions, the terms of this Agreement and the Escrow Agreement. (iv) Any payment made pursuant to this Section 3.3(c3.4(c) shall be made by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.3(c3.4(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all purposes, including Tax purposes.

Payment After Recalculation. Upon the final determination, in accordance with Section 3.3(b3.4(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of (A) Selling Expenses, (B) the Closing Date Indebtedness Net Working Capital and (C) Closing Cash the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Cash Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Cash Purchase Price paid calculated at or before the Closing. (i) If the Aggregate Cash Purchase Price Price, as recalculated pursuant to this Section 3.3(c) 3.4(c), is greater than such estimated Aggregate Cash Purchase PricePrice set forth on the Estimated Purchase Price Calculation Statement, then pursuant to Section 3.4(d) Purchaser shall pay or cause to be paid to Seller the Sellers the amount of any such excess, for distribution to Sellers in accordance with their respective Allocable Portions thereof. (ii) If the Aggregate Cash Purchase Price Price, as recalculated pursuant to this Section 3.3(c) is equal to such estimated Aggregate Purchase Price3.4(c), then no further payment shall be payable by Purchaser or Seller under this Section 3.3(c). (iii) If the Aggregate Purchase Price as recalculated pursuant to this Section 3.3(c) is less than such estimated Aggregate Cash Purchase PricePrice as set forth on the Estimated Purchase Price Calculation Statement, then Seller pursuant to Section 3.4(d) the Post Closing Cash Payment shall be reduced by the amount of such deficiency; provided, that, if the deficiency is greater than the Post Closing Cash Payment then Sellers shall, in accordance with their respective Allocable Portions, pay or cause to be paid to Purchaser the amount of such deficiency. (iv) Any payment made pursuant to this Section 3.3(c) shall be made deficiency by wire transfer of immediately available funds no later than three Business Days after the final determination referred to in the first sentence of this Section 3.3(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all purposes, including Tax purposesfunds.