Common use of Payment of Adjustment Clause in Contracts

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. If the Closing Net Asset Value as of the Adjustment Timeactual Purchase Price, as finally determined pursuant to Section 5.02(a) above and Section 5.03 belowhereunder, exceeds the Reference Net Asset ValueEstimated Purchase Price, then Buyer shall pay to the Sellers Seller 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 actual Purchase Price, as finally determined hereunder, is less than the Reference Net Asset ValueEstimated Purchase Price (a “Deficit”), then the Sellers Seller 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(b6.01(b) shall be made within ten (10) days after BuyerSeller’s acceptance of the Closing Net Asset Value Statement or, if applicable, within ten (10) days after receipt of a determination and resolution of any dispute over the Closing Net Asset Value Statement as provided in Section 5.03 6.02 below; provided, that any such amount shall be funded first, in the event of a Deficit, from the Purchase Price Adjustment Escrow Portion of the Escrow Fund (with any remaining amount of such Purchase Price Adjustment Escrow Portion being released to Seller), and second (if at all) directly from Seller or Buyer, as applicable. Any such amount payable pursuant to this Section 5.02(b6.01(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).