Common use of Payment of Adjustment Clause in Contracts

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. (i) If As an adjustment to 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 2.3Payment, Advisor Parent shall pay to GNL, by wire transfer of immediately available funds within five ten (510) Business Days days after the date on which Preliminary Closing Statement becomes the Advisor Final Closing Amount is finally determined, Statement as provided in Section 2.5(d)(ii): (i) (A) the amount Seller Stockholder shall pay the Company the amount, if any, by which the Advisor Estimated Closing Amount Capital exceeds the GNL Final Closing Amount, minus Capital and (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 the Company shall pay the Seller Stockholder the amount, GNL if any, by which Final Closing Capital exceeds Estimated Closing Capital, (ii) (A) the Company shall pay to Advisor Parentthe Seller Stockholder the amount, if any, by wire transfer of immediately available funds within five which Estimated Included Cash is less than Final Included Cash and (5B) Business Days after the date on Seller Stockholder shall pay the Company the amount, if any, by which Estimated Included Cash exceeds Final Included Cash, (iii) (A) the Advisor Closing Amount Seller Stockholder shall pay the Company the amount, if any, by which Estimated Included Capital Lease Obligations are less than Final Included Capital Lease Obligations and (B) the Company shall pay the Seller Stockholder the amount, if any, by which Estimated Included Capital Lease Obligations exceed Final Included Capital Lease Obligations and (iv) (A) the Seller Stockholder shall pay the Company the amount, if any, by which Estimated Intercompany Debt is finally determinedless than Final Intercompany Debt and (B) the Company shall pay the Seller Stockholder the amount, the amount of such shortfallif any, by which Estimated Intercompany Debt is more than Final Intercompany Debt. (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) 2.5 shall constitute an adjustment be made by wire transfer of immediately available funds to the Merger Consideration for Tax purposes account designated in writing by the receiving party and shall bear interest from and including the Closing Date computed at the rate declared from time to time by Citibank, N.A. as its "base rate" plus 200 basis points. Such interest shall be payable at the same time as the payment to which it relates and shall be treated as such by calculated on the Parties on their respective Tax Returns basis of a year of 360 days and in any communications with any Taxing Authorities, unless otherwise required by applicable Lawthe actual number of days for which it is due.

Payment of Adjustment. (i) If the Advisor Closing Amount as finally determined in accordance with this Section 2.3 exceeds the GNL HTI Closing Amount as finally determined in accordance with this Section 2.3, and: (1) (A) the amount by which the Advisor Closing Amount exceeds the HTI Closing Amount, minus (B) any Estimated Advisor Adjustment Payment made pursuant to Section 2.2(b)(i), plus (C) any Estimated HTI Adjustment Payment made pursuant to Section 2.2(b)(ii) results in a positive amount, and I. any portion of the HTI Closing Payments was paid with the Promissory Note, then the principal amount under the Promissory Note shall automatically be reduced by the lesser of (x) such amount and (y) the full principal amount of the Promissory Note, and Advisor Parent shall pay to GNLHTI, 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 excess, if any, of such amount over the full principal amount of the Promissory Note; or II. the entire amount of the HTI Closing Payments was paid in cash, then Advisor Parent shall pay to HTI, by wire transfer of immediately available funds within five (5) Business Days after the date on which the Advisor Closing Amount is finally determined, such amount. (2) (A) the amount by which the Advisor Closing Amount exceeds the GNL HTI Closing Amount, minus (B) any Estimated Advisor Adjustment Payment made pursuant to Section 2.2(b)(i), plus (C) any Estimated GNL HTI Adjustment Payment made pursuant to Section 2.2(b)(ii). If such adjustment ) results in a negative amount (the absolute value of such negative amount, GNL the “HTI Shortfall”), and I. any portion of the HTI Closing Payments was paid with the Promissory Note, then to the extent HTI has Available Cash equal to or in excess of the HTI Shortfall as of the date of such payment date, HTI shall pay to Advisor Parent, by wire transfer of immediately available funds within the five (5) Business Days after the date on which the Advisor Closing Amount is finally determined, an amount equal to the HTI Shortfall, and in the event that the HTI Shortfall is in excess of HTI’s Available Cash, (i) HTI 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 an amount equal to HTI’s then Available Cash and (ii) the principal amount under the Promissory Note shall automatically be increased by the excess of the HTI Shortfall over HTI’s then Available Cash; or II. the entire amount of the HTI Closing Payments was paid in cash, then HTI 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 absolute value of such shortfall.amount; and (ii) If the GNL HTI 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 and: (1) (A) the amount by which the HTI Closing Amount exceeds the Advisor Closing Amount, minus (B) any Estimated HTI 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) results in a positive amount (the absolute value of such amount, the “HTI Amount”), and I. any portion of the HTI Closing Payments was paid with the Promissory Note, then to the extent HTI has Available Cash equal to or in excess of the HTI Amount as of the date of such payment date, HTI shall pay to Advisor Parent, by wire transfer of immediately available funds within the five (5) Business Days after the date on which the HTI Closing Amount is finally determined, an amount equal to the HTI Amount, and in the event that the HTI Amount is in excess of HTI’s Available Cash, (i) HTI shall pay to Advisor Parent, by wire transfer of immediately available funds within five (5) Business Days after the date on which the GNL HTI Closing Amount is finally determined an amount equal to HTI’s then Available Cash and (ii) the principal amount under the Promissory Note shall be automatically increased by the excess of the HTI Amount over HTI’s then Available Cash; or II. the entire amount of the HTI Closing Payments was paid in cash, then HTI shall pay to Advisor Parent, by wire transfer of immediately available funds within five (5) Business Days after the date on which the HTI Closing Amount is finally determined, such amount. (2) (A) the amount by which the GNL HTI Closing Amount exceeds the Advisor Closing Amount, minus (B) any Estimated GNL HTI 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, and I. any portion of the HTI Closing Payments was paid with the Promissory Note, then the principal amount under the Promissory Note shall automatically be reduced by the lesser of (x) the absolute value of such amount and (y) the full principal amount of the Promissory Note, and Advisor Parent shall pay to GNLHTI, by wire transfer of immediately available funds within five (5) Business Days after the date on which the GNL HTI Closing Amount is finally determined, any excess of the absolute value of such amount above the full principal amount of the Promissory Note; or II. the entire amount of the HTI Closing Payments was paid in cash, then Advisor Parent shall pay to HTI, by wire transfer of immediately available funds within five (5) Business Days after the date on which the HTI Closing Amount is finally determined, the amount absolute value of such shortfall.amount; (iii) Any payment made pursuant to this Section 2.3(d) or to Advisor Parent or its designee pursuant to Section 2.2(c) 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.