Payment of Adjustment Sample Clauses

Payment of Adjustment. If the Closing Net Asset Value as of the Adjustment Time, as finally determined pursuant to Section 5.02(a) above and Section 5.03 below, exceeds the Reference Net Asset Value, then Buyer shall pay to the Sellers the difference between the two amounts, taking into account the amounts already deducted from or added to the Purchase Price according to Section 5.01(a)(i) or (ii) above. If the Closing Net Asset Value is less than the Reference Net Asset Value, then the Sellers shall pay to Buyer the difference between the two amounts, taking into account the amounts already deducted from or added to the Purchase Price according to Section 5.01(a)(i) or (ii) above. Any payment required to be made pursuant to this Section 5.02(b) shall be made within ten days after Buyer’s acceptance of the Closing Net Asset Value Statement or, if applicable, within ten days after receipt of a determination and resolution of any dispute over the Closing Net Asset Value Statement as provided in Section 5.03 below. Any such amount payable pursuant to this Section 5.02(b) shall be paid (i) together with interest (not compounded) thereon at the Applicable Rate from and including the Closing Date through the date immediately preceding the date of payment and (ii) by wire transfer of immediately available funds (in U.S. Dollars) to an account or accounts designated in writing by the party entitled to receive such payment (or by such other means as are mutually agreeable to the parties).

Payment of Adjustment. (i) If the Advisor Closing Amount as finally determined in accordance with this Section 2.3 exceeds the GNL Closing Amount as finally determined in accordance with this Section 2.3, Advisor Parent shall pay to GNL, by wire transfer of immediately available funds within five (5) Business Days after the date on which the Advisor Closing Amount is finally determined, (A) the amount by which the Advisor Closing Amount exceeds the GNL Closing Amount, minus (B) any Estimated Advisor Adjustment Payment made pursuant to Section 2.2(b)(i), plus (C) any Estimated GNL Adjustment Payment made pursuant to Section 2.2(b)(ii). If such adjustment results in a negative amount, GNL shall pay to Advisor Parent, by wire transfer of immediately available funds within five (5) Business Days after the date on which the Advisor Closing Amount is finally determined, the amount of such shortfall. (ii) If the GNL Closing Amount as finally determined in accordance with this Section 2.3 exceeds the Advisor Closing Amount as finally determined in accordance with this Section 2.3, GNL shall pay to Advisor Parent, by wire transfer of immediately available funds within five (5) Business Days after the date on which the GNL Closing Amount is finally determined, (A) the amount by which the GNL Closing Amount exceeds the Advisor Closing Amount, minus (B) any Estimated GNL Adjustment Payment made pursuant to Section 2.2(b)(ii), plus (C) any Estimated Advisor Adjustment Payment made pursuant to Section 2.2(b)(i). If such adjustment results in a negative amount, Advisor Parent shall pay to GNL, by wire transfer of immediately available funds within five (5) Business Days after the date on which the GNL Closing Amount is finally determined, the amount of such shortfall. (iii) Any payment made pursuant to this Section 2.3(d) shall constitute an adjustment to the Merger Consideration for Tax purposes and shall be treated as such by the Parties on their respective Tax Returns and in any communications with any Taxing Authorities, unless otherwise required by applicable Law.

Payment of Adjustment. Following the final determination of the Closing Date Balance Sheet and the Closing Schedule (or the failure of the Sellers' Representative to submit a timely Protest Notice) pursuant to the provisions of this SECTION 2.2: (i) If the Closing Date Net Working Capital is less than the Estimated Net Working Capital, the Sellers' Representative (on behalf of all Sellers, in accordance with the Allocation Schedule) shall, within five (5) Business Days of such determination, pay to the Buyer the amount of such difference, as adjusted pursuant to paragraph (iv) below, by wire transfer of immediately available funds to the bank account specified by the Buyer. The Buyer shall provide wire instructions to the Sellers' Representative with respect to such payment at least two (2) Business Days prior to the payment thereof. (ii) If the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, the Buyer shall, within five (5) Business Days of such determination, pay to the Sellers' Representative (for distribution to the Sellers in accordance with the Allocation Schedule) the amount of such difference, as adjusted pursuant to paragraph (iv) below, by wire transfer of immediately available funds to the bank accounts specified by the Sellers' Representative. The Sellers' Representative shall provide wire instructions to the Buyer with respect to such payment at least two (2) Business Days prior to the payment thereof. (iii) If the Closing Date Net Working Capital is equal to the Estimated Net Working Capital and the Final Cash on Hand is equal to the Estimated Cash on Hand, then there shall be no payments made pursuant to this SECTION 2.2(E). (iv) if the amount of the Final Cash On Hand is more than the Estimated Cash on Hand, the Buyer shall, within five (5) Business Days of such determination, pay to the Sellers' Representative (for distribution to the Sellers in accordance with the Allocation Schedule) the amount of such difference by wire transfer of immediately available funds to the bank accounts specified by the Sellers' Representative. The Sellers' Representative shall provide wire instructions to the Buyer with respect to such payment at least two (2) Business Days prior to the payment thereof. (v) if the amount of Final Cash on Hand is less than the Estimated Cash on Hand, the Sellers' Representative (on behalf of all Sellers, in accordance with the Allocation Schedule) shall, within five (5) Business Days of such determination, pay to ...

Payment of Adjustment. Any payment to be made pursuant to Section 2.4(a) shall be made by Sellers to Buyer or Buyer to Sellers, as applicable, by corporate check or by wire transfer of immediately available funds within five (5) business days following the date of the final determination of the Inventory Value; provided, however, that in no event shall Buyer be obligated to pay to Sellers any adjustment to the Inventory Value in excess of $***** (in the aggregate for both Sellers). Notwithstanding anything to the contrary in this Section 2.4, if Sellers are obligated to make any payment to Buyer pursuant to this Section

Payment of Adjustment. Payment in respect of the Final Cash Purchase Price shall be made by either party in respect of the amounts determined pursuant to this Section 3.3 and will be due and payable within ten (10) Business Days after the amounts are finally determined pursuant to this Section 3.3 by wire transfer of immediately available funds to the account designated in writing by the payee. Any such payment shall be allocated among and made by and to the applicable Persons that transferred and received the applicable Transferred Assets or portions thereof (the applicable Seller and the Buyer or any applicable permitted assignee of the Buyer). The amount of any payment to be made pursuant to this Section 3.3 shall bear interest from and including the Closing Date to, but excluding the date of payment, at a rate per annum equal to the Applicable Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred sixty-five (365) days and the actual number of days for which such interest is due.

Payment of Adjustment. All payments required to be made --------------------- hereunder shall be made within 5 days after the later of (i) the expiration of the Initial Review Period, (ii) the date on which the parties agree on any adjustment proposed by CTI during the Initial Review Period, or (iii) the date on which the final decision of the Arbitrator is rendered. All payments required to be made pursuant to this Section 3.3 shall be made by wire transfer of ----------- readily available, same-day funds, and shall effect an adjustment to the Purchase Price paid by Buyer hereunder. Any payments made after the due date shall bear interest from the due date until the date paid at a rate per annum equal to the daily average prime rate published in the Money Rates section of The Wall Street Journal.

Payment of Adjustment. Within 30 days after the In-Service LTAMP Cost Estimates have been finalized pursuant to Section 5.2, the Parties shall calculate the Present Worth of the Nalcor Payment Amounts and the Present Worth of the Emera Payment Amounts and: (i) if the Present Worth of the Nalcor Payment Amounts exceeds the Present Worth of the Emera Payment Amounts, Nalcor shall pay the amount of the difference to Emera; or (ii) if the Present Worth of the Emera Payment Amounts exceeds the Present Worth of the Nalcor Payment Amounts, Emera shall pay the amount of the difference to Nalcor. The Party liable shall make payment within 30 days after determination of the amount due pursuant to this Section 5.5(b).

Payment of Adjustment. Any payment pursuant to Section 1.8(d) shall be made within ten (10) Business Days after the Final Inventory Amount has been determined by delivery by Buyer or Seller, as the case may be, by wire transfer of immediately available funds to the other party or by causing such payments to be credited to such account of such other party as may be designated by such other party; provided that if Buyer shall have delivered a notice of disagreement pursuant to Section 1.8(b) and either (i) Buyer’s and Seller’s calculations of Closing Inventory Amount would both require a payment by Buyer pursuant to Section 1.8(d) or (ii) Buyer’s and Seller’s calculations of Closing Inventory Amount would both require a payment by Seller pursuant to Section 1.8(d) (although in each case there is disagreement as to the amount of such payment), then Buyer or Seller, as the case may be, shall pay the lesser of the amounts that would be payable pursuant to Section 1.8(d) based on their respective calculations of Closing Inventory Amount within ten (10) Business Days of the date such notice of disagreement was delivered, and any such payment shall be credited against the payment required by Section 1.8(e). Any payment made pursuant to this Section 1.8 shall be accompanied by the payment of interest on the amount so paid, from and including the Closing Date to but excluding the date of the payment, calculated on a monthly basis at the prime rate of interest, as published from time to time in The Wall Street Journal during the period beginning at the Effective Time and ending on the date of payment.

Payment of Adjustment. 4.9.1 Within 7 business days after agreement or determination of the Net Current Asset Value under this Clause 4, if the Net Current Asset Value is £100,000 less than £525,000, the Vendor shall pay, in same day funds, to the Purchaser an amount equal to the amount by which such shortfall is greater than £525,000 and not merely the excess over £100,000 (such payment to be made into the Purchaser’s Solicitors’ Client Account, and the receipt of the Purchaser’s Solicitors shall be a complete discharge to the Vendor who shall not be required to enquire as to the distribution of that amount). 4.9.2 If any amount due under this Clause 4.9 is not paid on the due date then the amount due shall accrue interest from and including the due date to the date on which payment is received at 3% above Barclays Bank plc base lending rate from time to time in force as well after as before judgment. 4.9.3 The amount of any payment made pursuant to this Clause 4.9 shall be by way of adjustment to the Consideration. 4.9.4 Any payment due pursuant to this Clause 4.9 shall be made free of any set-off, withholding or counterclaim, including (but without limitation) as a result of any claim (actual or alleged) arising out of the warranties, agreements, indemnities or undertakings in this Agreement or any documents ancillary hereto. 4.9.5 The Consideration shall be reduced by such amount of Company Indebtedness as is outstanding at Completion on the basis that such Indebtedness shall be fully discharged by the Purchaser immediately following Completion. 4.9.6 The Vendor acknowledges that the Purchaser will instruct KPMG to conduct an audit of the financial statements of the Company to 26 March 2006 the cost thereof to be borne by the Purchaser, and that such audit shall be conducted in conjunction with the determination of the Completion Accounts.

Payment of Adjustment. Within five (5) business days after Purchaser’s Closing Statement has become conclusive and binding on Seller and Purchaser in accordance with the provisions of Section 2.5.1 (either (i) by Seller delivering notice to Purchaser and Escrow Agent that it agrees with Purchaser’s Closing Statement, (ii) by reason of Seller’s failure to timely dispute Purchaser’s Closing Statement prepared by Purchaser, (iii) upon mutual agreement of the parties or (iv) as determined by the Arbiter), the applicable payments shall be made by wire transfer in accordance with the following (and upon Purchaser’s Closing Statement so becoming conclusive and binding, it shall be referred to as the “Final Closing Statement” and the Purchase Price as determined on the Final Closing Statement shall be referred to as the “Final Purchase Price”): (a) If the Provisional Purchase Price exceeds the Final Purchase Price by $500,000 or more, (i) Escrow Agent shall pay to Purchaser the entire Adjustment Holdback Amount and (ii) Seller shall pay to Purchaser the amount by which the Provisional Purchase Price exceeds the sum of (A) the Final Purchase Price plus (B) $500,000. (b) If the Provisional Purchase Price exceeds the Final Purchase Price but by less than $500,000 or if the Provisional Purchase Price is equal to the Final Purchase Price, (i) Escrow Agent shall pay to Seller out of the Adjustment Holdback Amount an amount equal to $500,000 minus the amount, if any, by which the Provisional Purchase Price exceeds the Purchase Price and (ii) Escrow Agent shall pay to Purchaser the balance, if any, of the Adjustment Holdback Amount. (c) If the Final Purchase Price exceeds the Provisional Purchase Price, (i) Escrow Agent shall pay to Seller the entire Adjustment Holdback Amount and (ii) Purchaser shall pay to Seller the amount of such excess. All interest and/or income accrued on the Adjustment Holdback Amount shall be paid by Escrow Agent to Seller and/or Purchaser on a pro rata basis in proportion to the percentage of the Adjustment Holdback Amount payable to each Party. Each Party agrees that any notice or other communication to be delivered to the other Party and to the Escrow Agent under Section 2.5 or under the Escrow Agreement shall be sent concurrently to both recipients and such sending Party shall use its good faith efforts to ensure that any such notice or communication is delivered to both recipients on the same day.