Payment of Adjustment Amounts. (i) If the Post-Closing Adjustment Amount is negative, then (i) first, the Seller Notes shall each be reduced on a pro rata basis by the Post-Closing Adjustment Amount; and (ii) then second, if the Post-Closing Adjustment Amount exceeds the amount of the Seller Note Payment, then Purchaser shall recover the Post-Closing Adjustment Amount, or any portion thereof, directly from the Sellers or the Indemnifying Members and the Sellers or the Indemnifying Members shall be obligated to pay to Purchaser, on a joint and several basis, such amounts by wire transfer of immediately available funds.
(ii) If the Post-Closing Adjustment Amount is positive, then within five (5) Business Days, Purchaser shall deliver to each Seller their Pro-Rata Portion of the number of Purchaser Shares equal to the Post-Closing Share Adjustment Amount; provided, however, in the event such foregoing adjustment would result in a Seller or its permitted assignee hereunder becoming a Control Person of Purchaser, Purchaser shall have the right, in its sole discretion, to satisfy such adjustment in cash to the extent required to avoid the creation of a new Control Person.
Payment of Adjustment Amounts. Any amount payable pursuant to Section 2(d)(ii), (iii), (iv) or (v) above shall be paid by the party owing such amount no later than seven (7) business days after the date on which such amount is determined pursuant to this Section 2(d).
Payment of Adjustment Amounts. Within two business days after the ----------------------------- date on which the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth become final and binding pursuant to this Section 2.8, Sellers shall collectively pay to Buyer the Final Asset Purchase Adjustments together with interest thereon at a rate equal to the rate announced from time to time by The Bank of New York as its base rate during the period from the Closing Date to the date of the payment calculated on the basis of a 365-day year and the actual number of days elapsed. Any payments by Sellers pursuant to the preceding sentence shall be allocated to them in such proportion as they shall determine in their absolute discretion, and Buyer shall have no liability with respect to such allocation. Notwithstanding the foregoing sentence, the obligation to pay Buyer the foregoing adjustment shall be a joint and several obligation of each Seller. Any such payments shall be made by wire transfer of immediately available funds to a bank account or accounts as shall be designated in writing by the recipient no later than one business day prior to the payment date.
Payment of Adjustment Amounts. All payments under this SECTION 1.4 shall be made in cash by wire transfer of immediately available funds to a bank account or bank accounts designated by Purchaser or Seller, as appropriate, in writing. Any amount payable under this SECTION 1.4 shall be paid within five (5) Business Days of the time such amounts are finally determined and become binding on the parties hereto pursuant to THIS SECTION 1.4, such final determination to be evidenced by a written acknowledgment of Purchaser and Seller to such effect or, in the absence thereof, a written determination pursuant to SECTION 1.4(c) of this Agreement by the Accounting Expert.
Payment of Adjustment Amounts. (i) Not more than two (2) business days following completion of each of the Closing Date Balance Sheet Reconciliation and the Enrollment Reconciliation, the Prospect Parties and the Heritage Parties shall give the Escrow Agent notice of the amount of the payment (if any) due from the Heritage Parties to the Prospect Parties or from the Prospect Parties to the Heritage Parties.
(ii) If the Closing Date Balance Sheet Reconciliation results in a Downward Balance Sheet Adjustment, the Escrow Agent shall promptly pay such Downward Balance Sheet Adjustment to the Heritage Parties as soon as practicable following receipt of notice of the results of the Closing Date Balance Sheet Reconciliation and without regard to whether the Enrollment Reconciliation has been determined. If the Closing Date Balance Sheet Reconciliation results in an Upward Balance Sheet Adjustment, the Escrow Agent shall continue to hold such amount until resolution of the Enrollment Reconciliation. Upon resolution of the Enrollment Reconciliation, the Escrow Agent shall pay the net amount due the Heritage Parties as soon as practicable following receipt of notice of the results of the Enrollment Reconciliation and shall pay any balance remaining in the Escrow after payment of all amounts due the Heritage Parties to the Prospect Parties.
(iii) Notwithstanding anything set forth herein to the contrary, the payments due following the Closing Date Balance Sheet Reconciliation and the Enrollment Reconciliation shall not be limited to the Balance Sheet Adjustment Amount held by the Escrow Agent. If the aggregate net payment due either the Heritage Parties or the Prospect Parties exceeds the Balance Sheet Adjustment Amount held by the Escrow Agent, the parties owing such excess amount shall pay the other parties any excess amount not more than ten (10) business days after completion of the last to occur of the Closing Date Balance Sheet Reconciliation and the Enrollment Reconciliation.”
Payment of Adjustment Amounts. On or before the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet, the Buyer or the Seller (as applicable) shall pay the cumulative effect of the following adjustments:
Payment of Adjustment Amounts. If the Net Working Capital of the Business as of the Closing Date is greater than $6,200,000, then Buyer shall, within ten business days of such computation by Seller's independent public accountants, pay Seller, by wire transfer, an amount equal to the amount by which such Net Working Capital exceeds $6,200,000. If the Net Working Capital as of the Closing Date is less than $6,200,000, then Seller, within ten business days of such computation, shall pay Buyer, by wire transfer, an amount equal to the difference between $6,200,000 and the amount of Net Working Capital as of the Closing Date.
Payment of Adjustment Amounts. 45 5. COMMITMENT FEE AND OTHER FEES............................................................................ 45 5.1. Commitment Fee.................................................................................. 45 5.2. Arrangement Fee................................................................................. 45 5.3. Intentionally Left Blank........................................................................ 45 5.4. Administrative Agency Fee....................................................................... 45 5.5. Letter of Credit Fees........................................................................... 45
Payment of Adjustment Amounts. Within two (2) Business Days following notice of the Agent's calculation of the Adjustment Amount, the Borrower shall pay to the Agent, for distribution to the Banks based on the Banks' pro rata interests under the Canadian Term Loan Facility, the Adjustment Amount, if any, applicable for such date. If the Borrower disagrees with the calculation of the Adjustment Amount set forth in any corresponding notice thereof from the Agent, the Agent shall promptly following its receipt of Borrower's notice of such disagreement provide to the Borrower a certificate setting forth in reasonable detail its computation thereof. Each determination of the Adjustment Amount by the Agent shall be conclusive and binding upon the Borrower and the Banks in the absence of manifest error. Notwithstanding anything herein to the contrary, (i) the payment and distribution of Adjustment Amounts shall be based on the Banks' pro rata interests under the Canadian Term Loan Facility, if any, for such date and (ii) if after giving effect to such payment there remains any undistributed portion of such Adjustment Amount, the amount thereof shall be delivered by the Borrower to the Agent for distribution to the Term Lenders such that after giving effect thereto each Term Lender shall have been paid its pro rata share of the Adjustment Amount.
Payment of Adjustment Amounts. Any payment required to be made by (i) the Sellers pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds in U.S. dollars to the account of Hostess Holdings designated in writing by the Buyer at least one Business Day prior to such transfer and (ii) Hostess Holdings on behalf of the Buyer pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds in U.S. dollars to the account(s) designated in writing by the Sellers’ Representative at least one Business Day prior to such transfer.
