Common use of Payment of Adjustment to Purchase Price Clause in Contracts

Payment of Adjustment to Purchase Price. (1) The aggregate Purchase Price payable to the Sellers shall be increased or decreased, as the case may be, if the Purchase Price is more or less than the Estimated Purchase Price, as follows: (a) if the Purchase Price is less than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Sellers to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price is greater than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Purchaser to the Sellers and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers to the Purchaser (the “Final Negative Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the U.S. Seller shall pay or cause to be paid to the Purchaser the portion of the Final Negative Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment; and (b) the Parent Seller or the Canadian Seller shall pay or cause to be paid to the Purchaser the difference between the Final Negative Adjustment Amount and the amount payable by the U.S. Seller to the Purchaser pursuant to Section 2.9(2)(a), if any, by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment. (3) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Purchaser to the Sellers (the “Final Positive Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the Purchaser shall pay or cause to be paid to the U.S. Seller the portion of the Final Positive Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the U.S. Seller at least two (2) Business Days in advance of such payment; and (b) the Purchaser shall pay or cause to be paid to the Canadian Seller the difference between the Final Positive Adjustment Amount and the amount payable by the Purchaser to the U.S. Seller pursuant to Section 2.9(3)(a), if any, by wire transfer of immediately available funds to the account designated by the Canadian Seller at least two (2) Business Days in advance of such payment.

Payment of Adjustment to Purchase Price. (1) The aggregate Purchase Price payable to the Sellers Seller shall be increased or decreased, as the case may be, if the Purchase Price Inventory Amount is more or less than the Estimated Purchase PriceInventory Amount, as follows: (a) if the Purchase Price Inventory Amount is less than the Estimated Inventory Amount, there shall be a corresponding decrease to the Purchase Price, on a dollar for dollar basis, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall of such decrease will be owed by the Sellers Seller to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price Inventory Amount is greater than the Estimated Inventory Amount, there shall be a corresponding increase to the Purchase Price, on a dollar for dollar basis, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall of such increase will be owed by the Purchaser to the Sellers Seller and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers Seller to the Purchaser (the “Final Negative Adjustment Amount”), then within five (5) Business Days after of the determination of the Final Closing Statement: (a) , the U.S. Seller shall will pay or cause to be paid to the Purchaser the portion of the Final Negative Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment; and (b) the Parent Seller or the Canadian Seller shall pay or cause to be paid to the Purchaser the difference between the Final Negative Adjustment Amount for and on behalf of the amount payable by the U.S. Seller to the Purchaser pursuant to Section 2.9(2)(a), if any, by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such paymentSeller. (3) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Purchaser to the Sellers Seller (the “Final Positive Adjustment Amount”), then within five (5) Business Days after of the determination of the Final Closing Statement: (a) , the Purchaser shall will pay or cause to be paid to the U.S. Seller the portion of the Final Positive Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the U.S. Seller at least two (2) Business Days in advance of such payment; andSeller. (b4) All Purchase Price adjustments contemplated by this Section 2.9 will be made in respect of the Purchaser shall pay Closing Cash Payment and, for certainty, not in respect of the Consideration Shares or cause to be paid to the Canadian Seller the difference between the Final Positive Adjustment Amount and the amount payable by the Purchaser to the U.S. Seller pursuant to Section 2.9(3)(a), if any, by wire transfer of immediately available funds to the account designated by the Canadian Seller at least two (2) Business Days in advance of such paymentDollar Note.

Payment of Adjustment to Purchase Price. (1i) The aggregate Purchase Price payable to the Sellers shall be increased or decreased, as the case may be, if If the Purchase Price Adjustment Amount is more or less than the Estimated Purchase Priceequal to zero, as follows: (a) if then no further adjustment will be made to the Purchase Price is less than and, within five (5) Business Days of the Estimated Purchase Pricefinal determination of the Final Statements, the amount equal Powerfleet and Agent (for and on behalf of Sellers) shall provide joint written instructions to the difference between Escrow Agent within five (5) Business Days of the final determination of the Final Statements to release to each Seller such Seller’s Allocable Portion of the Seller Adjustment Escrow Amount by way of wire transfer of immediately available funds to accounts designated by Agent in writing. (ii) If the Purchase Price and the Estimated Purchase Price shall be owed by the Sellers to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price Adjustment Amount is greater than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Purchaser to the Sellers and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers to the Purchaser (the “Final Negative Adjustment Amount”)zero, then within five (5) Business Days after of the final determination of the Final Closing StatementStatements: (aA) the U.S. Seller Powerfleet and Agent (for and on behalf of Sellers) shall pay or cause to be paid provide joint written instructions to the Purchaser the portion Escrow Agent to release to each Seller such Seller’s Allocable Portion of the Final Negative Seller Adjustment Escrow Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by way of wire transfer of immediately available funds to the account accounts designated by the Purchaser at least two (2) Business Days Agent in advance of such paymentwriting; and (bB) the Parent Seller or the Canadian Seller Purchaser Entities shall pay or cause to be paid to each Seller such Seller’s Allocable Portion of the Purchaser lesser of (x) the difference between the Final Negative Purchase Price Adjustment Amount and the (y) an aggregate amount payable by the U.S. Seller equal to the Purchaser pursuant to Section 2.9(2)(a), if anySeller Adjustment Escrow Amount, by way of wire transfer of immediately available funds to the an account designated by the Purchaser at least two (2) Business Days Agent in advance of such paymentwriting. (3iii) If the net amount based on Purchase Price Adjustment Amount is less than zero and the calculations set forth in Section 2.9(1) absolute value of the Purchase Price Adjustment Amount is owed by the Purchaser greater than or equal to the Sellers (the “Final Positive Seller Adjustment Escrow Amount”), then within five (5) Business Days after of the final determination of the Final Closing StatementStatements, Powerfleet and Agent (for and on behalf of Sellers) shall provide joint written instructions to the Escrow Agent to release to Powerfleet (including on behalf of Canadian SPV, if applicable) the Seller Adjustment Escrow Amount, by way of wire transfer of immediately available funds to an account designated by Powerfleet in writing. The Seller Adjustment Escrow Amount shall be the sole recourse for the Purchaser Entities pursuant to this Section 2.8(f)(iii). (iv) If the Purchase Price Adjustment Amount is less than zero and the absolute value of the Purchase Price Adjustment Amount is less than the Seller Adjustment Escrow Amount, then within five (5) Business Days of the final determination of the Final Statements: (aA) the Purchaser Powerfleet and Agent (for and on behalf of Sellers) shall pay or cause to be paid provide joint written instructions to the U.S. Seller the portion Escrow Agent to release to Powerfleet (including on behalf of the Final Positive Adjustment Amount Canadian SPV, if applicable) an amount equal to the difference, if any, between absolute value of the U.S. Purchase Price and the Estimated U.S. Purchase Price Adjustment Amount by wire transfer of immediately available funds to the an account designated by the U.S. Seller at least two (2) Business Days Powerfleet in advance of such paymentwriting; and (bB) the Purchaser Powerfleet and Agent (for and on behalf of Sellers) shall pay or cause to be paid provide joint written instructions to the Canadian Escrow Agent to release to each Seller such Seller’s Allocable Portion of the difference between balance of the Final Positive Seller Adjustment Escrow Amount and the amount payable by the Purchaser to the U.S. Seller pursuant to Section 2.9(3)(a), if any, by wire transfer of immediately available funds to the account accounts designated by Agent in writing. (v) In the Canadian Seller at least two (2) Business Days in advance event that amounts are payable to the Sellers pursuant to this Section 2.8(f), then contemporaneously with the payment of such paymentamounts, Golden Eagle LP will declare and pay a distribution in an amount equal to the amounts payable to it pursuant to this Section 2.8(f) to its partners in accordance with the procedures set forth in Section 4.2(a) of the Partnership Agreement, as required by Section 4.2(c) of the Partnership Agreement. Accordingly, in such circumstance, Golden Eagle LP hereby directs the Purchaser Entities to pay the entire amount payable to Golden Eagle LP pursuant to this Section 2.8(f) to the OTPP Partner in full satisfaction of the Purchaser Entities’ obligations under this Section 2.8(f).

Payment of Adjustment to Purchase Price. (1i) The aggregate Purchase Price payable If (A) the Working Capital set forth in the Final Statements is equal to, or is no more than $150,000 more or less than, the Preliminary Closing Date Net Working Capital Amount set forth on the Preliminary Closing Date Net Working Capital Statement, and (B) the Net Indebtedness set forth in the Final Statements is equal to the Sellers shall Net Indebtedness set forth in the Closing Indebtedness and Cash Statement, then no further adjustment will be increased or decreased, as the case may be, if made to the Purchase Price is more or less than and, with respect to the Estimated Purchase PriceAdjustment Escrow Amount, the Escrow Agent shall release same as follows: (aA) if the Purchase Price is less than the Estimated Purchase Priceto Principal Sellers, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Sellers to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price is greater than the Estimated Purchase Price, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall be owed by the Purchaser to the Sellers and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers to the Purchaser (the “Final Negative Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the U.S. Seller shall pay or cause to be paid to the Purchaser the portion of the Final Negative Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment; and (b) the Parent Seller or the Canadian Seller shall pay or cause to be paid to the Purchaser the difference between the Final Negative Adjustment Amount and the amount payable by the U.S. Seller to the Purchaser pursuant to Section 2.9(2)(a), if anyPrincipal Sellers' Allocable Portion thereof, by wire transfer of immediately available funds to the account accounts designated by the Purchaser at least two (2) Business Days in advance of such payment. (3) If the net amount based on the calculations set forth in Agent pursuant to Section 2.9(1) is owed by the Purchaser to the Sellers (the “Final Positive Adjustment Amount”), then within five (5) Business Days after the determination of the Final Closing Statement: (a) the Purchaser shall pay or cause to be paid to the U.S. Seller the portion of the Final Positive Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the U.S. Seller at least two (2) Business Days in advance of such payment2.3; and (bB) to Agent for remittance to Optionholders, the Purchaser shall pay or cause to be paid to the Canadian Seller the difference between the Final Positive Adjustment Amount and the amount payable by the Purchaser to the U.S. Seller pursuant to Section 2.9(3)(a), if anyOptionholders' Allocable Portion thereof, by wire transfer of immediately available funds to the accounts designated by Agent pursuant to Section 2.3. (ii) If the Working Capital set forth in the Final Statements is greater than the Preliminary Closing Date Net Working Capital Amount set forth in the Preliminary Closing Date Net Working Capital Statement, then Purchaser (or SPC Investment in respect of any portion of such excess included in the calculation of the Optionholders Proportionate Adjustment Amount) shall owe an amount equal to such excess to Sellers (provided such excess is greater than $150,000). If the Working Capital set forth in the Final Statements is less than the Preliminary Closing Date Net Working Capital Amount set forth on the Preliminary Closing Date Net Working Capital Statement, then Sellers shall owe an amount equal to such shortfall to Purchaser (or SPC Investment in respect of any portion of such shortfall included in the calculation of the Optionholders Proportionate Adjustment Amount) (provided such shortfall is greater than $150,000). (iii) If the Net Indebtedness set forth in the Closing Indebtedness and Cash Statement is greater than the Net Indebtedness set forth in the Final Statements, then Purchaser (or SPC Investment in respect of any portion of such excess included in the calculation of the Optionholders Proportionate Adjustment Amount) shall owe an amount equal to such excess to Sellers. If the Net Indebtedness set forth in the Final Statements is greater than the Net Indebtedness set forth in the Closing Indebtedness and Cash Statement, then Sellers shall owe an amount equal to such excess to Purchaser (or SPC Investment in respect of any portion of such excess included in the calculation of the Optionholders Proportionate Adjustment Amount). (iv) If the sum of the amounts calculated pursuant to Sections 2.4(h)(ii) and 2.4(h)(iii) is owed by Xxxxxxxxx (and SPC Investment in respect of any portion of such sum included in the calculation of the Optionholders Proportionate Adjustment Amount) to Sellers (the "Net Upward Adjustment"), then within five Business Days of the final determination of the Final Statements, (A) the Purchase Price shall be increased by the Net Upward Adjustment (excluding the sum of any portion thereof relating to the Optionholders Proportionate Adjustment Amount (positive) and the Optionee Additional Withholding Amount); (B) the Adjustment Escrow Amount shall be released by the Escrow Agent to Principal Sellers to the accounts designated by Agent pursuant to Section 2.3 and to Agent to the account(s) designated thereby for remittance to Optionholders, in each case by way of wire transfer of immediately available funds; (C) Purchaser shall pay the Net Upward Adjustment, reduced by the sum of the Optionholders Proportionate Adjustment Amount (positive) and the Optionee Additional Withholding Amount, to Principal Sellers, by way of wire transfer of immediately available funds to accounts designated by Agent pursuant to Section 2.3; (D) Purchaser shall cause SPC Investment to: i. pay the Optionholders Proportionate Adjustment Amount (positive) to Agent for remittance to Optionholders, by way of wire transfer of immediately available funds to the account(s) designated by Agent; and ii. remit the Optionee Additional Withholding Amount to the appropriate Governmental Entities at the relevant time. (v) If the sum of the amounts calculated pursuant to Sections 2.4(h)(ii) and 2.4(h)(iii) is owed by Sellers to Purchaser (and SPC Investment in respect of any portion of such sum included in the calculation of the Optionholders Proportionate Adjustment Amount) (the "Net Downward Adjustment") and the Net Downward Adjustment is greater than or equal to the Adjustment Escrow Amount, then within five Business Days of the final determination of the Final Statements, (A) the Purchase Price shall be decreased by the Net Downward Adjustment (excluding any portion thereof relating to the Optionholders Proportionate Adjustment Amount (negative)); (B) the Escrow Agent shall release, for and on behalf of Sellers: i. to Purchaser, the Principal Sellers' Allocable Portion of the Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated by Purchaser; ii. to SPC Investment, the Canadian Seller at least two Optionholders' Allocable Portion of the Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated by SPC Investment; (2C) with respect to any balance owing to Purchaser and SPC Investment, i. the Principal Sellers shall pay their Allocable Portion of such balance to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser; and ii. Agent shall pay, for and on behalf of Optionholders, the Optionholders' Allocable Portion of such balance to SPC Investment by wire transfer of immediately available funds to an account designated by SPC Investment. (vi) If the Net Downward Adjustment is less than the Adjustment Escrow Amount, then within five Business Days in advance of such paymentthe final determination of the Final Statements, (A) the Purchase Price shall be decreased by the Net Downward Adjustment (excluding any portion thereof relating to the Optionholders Proportionate Adjustment Amount (negative)); (B) the Escrow Agent shall release, for and on behalf of Sellers: i. to Purchaser, the Principal Sellers' Allocable Portion of the Net Downward Adjustment, by wire transfer of immediately available funds to an account designated by Purchaser; ii. to SPC Investment, the Optionholders' Allocable Portion of the Net Downward Adjustment, by wire transfer of immediately available funds to an account designated by SPC Investment; (C) with respect to the balance of the Adjustment Escrow Amount, the Escrow Agent shall release same as follows: i. to Principal Sellers, the Principal Sellers' Allocable Portion thereof, by wire transfer of immediately available funds to the accounts designated by Agent pursuant to Section 2.3; and ii. to Agent for remittance to Optionholders, the Optionholders' Allocable Portion thereof, by wire transfer of immediately available funds to the accounts designated by Agent pursuant to Section 2.3.

Payment of Adjustment to Purchase Price. (1) The aggregate Purchase Price consideration payable to the Sellers Seller on account of the Purchase Price shall be increased or decreased, as the case may be, if the Purchase Price Final Adjustment Amount is more or less than the Estimated Purchase PriceAdjustment Amount, as follows: (a) if the Purchase Price Final Adjustment Amount is less than the Estimated Adjustment Amount, there shall be a corresponding decrease to the consideration payable to the Seller on account of the Purchase Price, on a dollar for dollar basis, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall of such decrease will be owed by the Sellers Seller to the Purchaser and paid as hereinafter provided; or (b) if the Purchase Price Final Adjustment Amount is greater than the Estimated Adjustment Amount, there shall be a corresponding increase to the consideration payable to the Seller on account of the Purchase Price, on a dollar for dollar basis, the amount equal to the difference between the Purchase Price and the Estimated Purchase Price shall of such increase will be owed by the Purchaser to the Sellers Seller and paid as hereinafter provided. (2) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Sellers Seller to the Purchaser (the “Final Negative Adjustment Amount”), then within five (5) Business Days after of the determination of the Final Closing Statement: (a) , the U.S. Seller shall will pay or cause to be paid to the Purchaser the portion of the Final Negative Adjustment Amount equal to the difference, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such payment; and (b) the Parent Seller or the Canadian Seller shall pay or cause to be paid to the Purchaser the difference between the Final Negative Adjustment Amount for and on behalf of the amount payable by the U.S. Seller to the Purchaser pursuant to Section 2.9(2)(a), if any, by wire transfer of immediately available funds to the account designated by the Purchaser at least two (2) Business Days in advance of such paymentSeller. (3) If the net amount based on the calculations set forth in Section 2.9(1) is owed by the Purchaser to the Sellers Seller (the “Final Positive Adjustment Amount”), then within five (5) Business Days after of the determination of the Final Closing Statement: (a) , the Purchaser shall will pay or cause to be paid to the U.S. Seller the portion of the Final Positive Adjustment Amount equal to the differenceAmount, if any, between the U.S. Purchase Price and the Estimated U.S. Purchase Price by wire transfer of immediately available funds to the account designated by the U.S. Seller at least two (2) Business Days in advance of such payment; and (b) the Purchaser shall pay or cause to be paid to the Canadian Seller the difference between the Final Positive Adjustment Amount and the amount payable by the Purchaser to the U.S. Seller pursuant to Section 2.9(3)(a), if anyplus applicable Transfer Taxes, by wire transfer of immediately available funds to the account designated by the Canadian Seller at least two (2) Business Days in advance of such paymentSeller.