Common use of Payment of Actual Adjustment Clause in Contracts

Payment of Actual Adjustment. (i) If the Actual Adjustment is a positive amount, Parent shall pay, or cause to be paid, to each Unitholder an amount equal to such Person’s portion of the Actual Adjustment (as determined pursuant to Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent) by wire transfer or delivery of immediately available funds, in each case, within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c) (the “Determination Date”); (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c), Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent from the Escrow Funds an amount equal to the absolute value of the Actual Adjustment (to the extent the Escrow Funds are sufficient). (iii) Within three (3) Business Days after the Determination Date, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver any Escrow Funds not distributed to Parent pursuant to Section 2.5(d)(ii) to each Unitholder, to be distributed to such Persons in accordance with Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent; (iv) For the avoidance of doubt, recovery from the Escrow Account shall be the sole and exclusive remedy available to Parent and its Affiliates with respect to any negative Actual Adjustment and no Unitholder nor any of such Unitholders’ respective Affiliates shall have any liability or obligation under this Section 2.5 or otherwise for any portion of the Actual Adjustment in excess of the amount of the then-remaining Escrow Funds. (v) Any amounts which become payable pursuant to this Section 2.5(d) will constitute an adjustment to the Merger Consideration for all purposes.

Payment of Actual Adjustment. (i) If the Actual Adjustment is a positive amount, Parent Purchaser shall pay, or cause to be paid, to each Unitholder an amount equal to such Person’s portion of the Sellers the Actual Adjustment (as determined pursuant to Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent) by wire transfer or delivery of immediately available funds, in each case, within three (3) Business Days after the date on which the Merger Transaction Consideration is finally determined pursuant to Section 2.5(c2.3(c) (the “Determination Date”);; provided, that notwithstanding anything to the contrary herein, the aggregate amount payable by Purchaser pursuant to this Section 2.3(d)(i) shall in no event exceed the Adjustment Escrow Amount. The Sellers will provide to Purchaser wire instructions for the Purchaser to pay the Actual Adjustment pursuant to this Section 2.3(d)(i) in writing at least one (1) Business Day prior to date on which the Actual Adjustment is required to be paid pursuant to this Section 2.3(d)(i). (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c)Determination Date, Parent Purchaser and the Representative Sellers shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent Purchaser from the Adjustment Escrow Funds an amount equal to the absolute value of the Actual Adjustment (to the extent the Adjustment Escrow Funds are sufficient)) by wire transfer of immediately available funds. (iii) Within three (3) Business Days after the Determination Date, Parent Purchaser and the Representative Sellers shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver any Adjustment Escrow Funds not distributed to Parent Purchaser pursuant to Section 2.5(d)(ii2.3(d)(ii) to each Unitholder, the Sellers. The Sellers will provide to Purchaser and the Escrow Agent wire instructions for the Escrow Agent to deliver such amounts pursuant to this Section 2.3(d)(iii) in writing at least one (1) Business Day prior to the date on which such joint written instructions are required to be distributed delivered pursuant to such Persons in accordance with this Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent;2.3(d)(iii). (iv) For the avoidance of doubt, recovery from the Adjustment Escrow Account Funds shall be the sole and exclusive remedy available to Parent Purchaser and its Affiliates with respect to any negative Actual Adjustment and no Unitholder nor Seller or any of such Unitholders’ respective Seller’s Affiliates or direct or indirect equityholders shall have any liability or obligation under this Section 2.5 2.3 or otherwise for any portion of the Actual Adjustment in excess of the amount of the then-remaining Adjustment Escrow Funds. (v) Any amounts which become payable pursuant to this Section 2.5(d2.3(d) will constitute an adjustment to the Merger Transaction Consideration for all purposes.

Payment of Actual Adjustment. (i) If the Actual Adjustment is a positive amount, Parent Purchaser shall pay, or cause to be paid, to each Unitholder Seller an amount equal to such PersonSeller’s portion of the Actual Adjustment (such portion as (x) determined pursuant to Section 2.5(b2.3(b) and as (y) calculated by the Representative Sellers and delivered in writing by the Sellers to ParentPurchaser) by wire transfer or delivery of immediately available funds, in each case, within three (3) Business Days after the date on which the Merger Transaction Consideration is finally determined pursuant to Section 2.5(c‎Section 2.3(c) (the “Determination Date”);; provided, that notwithstanding anything to the contrary herein, the aggregate amount payable by Purchaser pursuant to this Section 2.3(d)(i) shall in no event exceed the Adjustment Escrow Amount. Notwithstanding anything to the contrary herein, Purchaser shall be entitled to rely fully on such calculation by the Sellers and, assuming full payment of such amounts pursuant to this Section 2.3(d)(i), will not be responsible or liable for any inaccuracy, error or misstatement in such calculation or any losses, damages, claims, or other Liabilities in connection with making any payments pursuant to such calculation provided by the Sellers. The Sellers will provide to Purchaser such calculation and wire instructions for the Purchaser to pay such amounts pursuant to this Section 2.3(d)(i) in writing at least one (1) Business Day prior to date on which such amounts are required to be paid pursuant to this Section 2.3(d)(i). (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c)Determination Date, Parent Purchaser and the Representative Sellers shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent Purchaser from the Adjustment Escrow Funds an amount equal to the absolute value of the Actual Adjustment (to the extent the Adjustment Escrow Funds are sufficient)) by wire transfer of immediately available funds. (iii) Within three (3) Business Days after the Determination Date, Parent Purchaser and the Representative Sellers shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver any Adjustment Escrow Funds not distributed to Parent Purchaser pursuant to Section 2.5(d)(ii‎Section 2.3(d)(ii) to each Unitholderthe Sellers, to be distributed to such Persons the Sellers in accordance with Section 2.5(b2.3(b) and as the portion of such Adjustment Escrow Funds to be so distributed to each Seller shall be calculated by the Representative Sellers and delivered in writing to Parent;Purchaser. Notwithstanding anything to the contrary herein, Purchaser shall be entitled to rely fully on such calculation by the Sellers and will not be responsible or liable for any inaccuracy, error or misstatement in such calculation or any losses, damages, claims, or other Liabilities in connection with instructing the Escrow Agent to make any payments pursuant to such calculation provided by the Sellers. The Sellers will provide to Purchaser and the Escrow Agent such calculation and wire instructions for the Escrow Agent to deliver such amounts pursuant to this Section 2.3(d)(iii) in writing at least one (1) Business Day prior to the date on which such joint written instructions are required to be delivered pursuant to this Section 2.3(d)(iii). (iv) For the avoidance of doubt, recovery from the Adjustment Escrow Account Funds shall be the sole and exclusive remedy available to Parent Purchaser and its Affiliates with respect to any negative Actual Adjustment and no Unitholder nor Seller or any of such Unitholders’ respective Seller’s Affiliates or direct or indirect equityholders shall have any liability or obligation under this Section 2.5 2.3 or otherwise for any portion of the Actual Adjustment in excess of the amount of the then-remaining Adjustment Escrow Funds. (v) Any amounts which become payable pursuant to this Section 2.5(d‎Section 2.3(d) will constitute an adjustment to the Merger Transaction Consideration for all purposes.

Payment of Actual Adjustment. (i) If the Actual Adjustment is a positive amount, Parent Purchaser shall pay, or cause to be paid, to each Unitholder an amount equal to such Person’s portion of Seller the Actual Adjustment (as determined pursuant to Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent) by wire transfer or delivery of immediately available funds, in each case, within three (3) Business Days after the date on which the Merger Transaction Consideration is finally determined pursuant to Section 2.5(c2.3(b) (the “Determination Date”);. Seller will provide to Purchaser wire instructions for Purchaser to pay the Actual Adjustment pursuant to this Section 2.3(c)(i) in writing at least one (1) Business Day prior to date on which the Actual Adjustment is required to be paid pursuant to this Section 2.3(c)(i). (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c)Determination Date, Parent Purchaser and the Representative Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Parent Purchaser from the Adjustment Escrow Funds an amount equal to the lesser of (A) the absolute value of the Actual Adjustment and (to B) the extent aggregate amount of the Adjustment Escrow Funds are sufficient). (iiiFunds. If Section 2.3(c)(ii)(A) Within three (3) Business Days after applies, the Determination Date, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing shall direct the Escrow Agent to deliver any remaining amount of the Adjustment Escrow Funds not distributed to Parent pursuant to Section 2.5(d)(ii) to each Unitholder, to be distributed released to such Persons in accordance with Seller. If Section 2.5(b2.3(c)(ii)(B) and as calculated by applies, then on the Representative and delivered in writing to Parent; (iv) For date of the avoidance of doubt, recovery from the Escrow Account shall be the sole and exclusive remedy available to Parent and its Affiliates with respect to any negative Actual Adjustment and no Unitholder nor any delivery of such Unitholders’ respective Affiliates joint written instructions, Seller shall have any liability or obligation under this Section 2.5 or otherwise for any portion pay to Purchaser the difference between the absolute value of the Actual Adjustment in excess of and the aggregate amount of the then-remaining Adjustment Escrow FundsFunds by wire transfer of immediately available funds. (viii) Any amounts which become payable pursuant to this Section 2.5(d2.3(c) will constitute an adjustment to the Merger Transaction Consideration for all purposes.

Payment of Actual Adjustment. (ia) If the Actual Adjustment is a positive amountamount or zero, Parent shall pay, or cause to be paid, to each Unitholder an amount equal to such Person’s portion of the Actual Adjustment (as determined pursuant to Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent) by wire transfer or delivery of immediately available funds, in each case, then within three (3) Business Days after the date on which the Merger Consideration Purchase Price is finally determined pursuant to Section 2.5(c) 3.5 (the “Determination Date”);, (i) Purchaser shall pay, or cause to be paid, in cash by wire transfer or delivery of immediately available funds, to the Paying Agent an amount equal to the Actual Adjustment and (ii) Purchaser and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver all of the Escrow Funds to the Paying Agent, in each case, for further distribution by the Paying Agent to each Seller of his, her or its portion of such amounts (as determined pursuant to Section 3.4 and as set forth on the applicable Allocation Schedule). (iib) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Merger Consideration is finally determined pursuant to Section 2.5(c)Determination Date, Parent Purchaser and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to (i) deliver to Parent Purchaser from the Escrow Funds an amount equal to the absolute value of the Actual Adjustment (to the extent the Escrow Funds are sufficient) and (ii) deliver all of the Escrow Funds remaining after the delivery contemplated by clause (i) (if any) to the Paying Agent for further distribution to each Seller of his, her or its portion of such amount (as determined pursuant to Section 3.4 and as set forth on the applicable Allocation Schedule). (iiic) Within If the Paying Agent has not received a Company Equityholder’s Exchange Documents prior to the Determination Date, then any amount payable to such Company Equityholder pursuant to Section 3.6(a) or Section 3.6(b) shall be paid within three (3) Business Days after the Determination Date, Parent and the Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver any Escrow Funds not distributed to Parent pursuant to Section 2.5(d)(ii) to each Unitholder, to be distributed to Paying Agent’s receipt of such Persons in accordance with Section 2.5(b) and as calculated by the Representative and delivered in writing to Parent;Exchange Documents. (ivd) For the avoidance of doubt, recovery from the Escrow Account shall be the sole and exclusive remedy available to Parent the Purchasers, the Surviving Company, the Surviving Blocker Corp and its their Affiliates with respect to any negative Actual Adjustment and no Unitholder nor Seller or any of such Unitholders’ respective Seller’s Affiliates shall have any liability or obligation under this Section 2.5 Article 3 or otherwise for any portion of the Actual Adjustment in excess of the amount of the then-remaining Escrow Funds. (ve) Any amounts which become payable pursuant to this Section 2.5(d) 3.6 will constitute an adjustment to the Merger Consideration Purchase Price for all purposes.