Payment of Final Purchase Price. If (i) the Final Purchase Price as finally determined under this Section 14.1 is more than (ii) the Closing Amount, then Purchaser shall pay to Seller, within two Business Days after the Final Determination Date, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Seller. If the amount in clause (i) above is less than the Closing Amount, then Seller shall pay to Purchaser, within two Business Days after the Final Determination Date, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Purchaser.
Payment of Final Purchase Price. (a) Subject to 4.1 (d) and clause (b) below, if the final Purchase Price is higher than the amount paid at Closing, Buyer shall pay to Seller the incremental amount. If the final Purchase Price is lower than the amount paid at Closing, Seller shall reimburse Buyer the decremental amount. Any such payment shall be made within two business days after the final Purchase Price Determination Date and shall be made by wire transfer of immediately available funds to the account(s) designated by the Party receiving the payment.
Payment of Final Purchase Price. On or before the second Business ------------------------------- Day following the determination of the Purchase Price pursuant to Section 3.3 hereof, Buyer shall pay to Seller, by wire transfer of immediately available funds, an amount equal to the difference between the Purchase Price and the Estimated Purchase Price, plus interest thereon at the applicable federal funds rate from the Closing Date up to but not including the payment date or, if the Estimated Purchase Price exceeds the Purchase Price, Seller shall pay to Buyer by wire transfer of immediately available funds to such account of Buyer as Buyer shall advise Seller an amount equal to the difference between the Estimated Purchase Price and the Purchase Price, plus interest thereon at the applicable federal funds rate from the Closing Date up to but not including the payment date. ARTICLE FOUR
Payment of Final Purchase Price. As soon as practical after the Closing, but in no event later than 30 days after the Closing, Seller will provide Buyer with a statement of the final book values under Sections 2.1.3 (Customer Deposits), 3.3.1 (Accounts Receivable), and 3.3.2 (Inventory), including detailed supporting schedules, and a proposed final Purchase Price. Buyer will have 15 days after receipt of such statement and schedules to verify the book values and the proposed final Purchase Price. During the 15-day period, Seller will provide Buyer with access to its books and records and provide Buyer with such information as Buyer may reasonably request in order to verify the book values that comprise the proposed final Purchase Price. The statement of final book values shall be considered final, binding and conclusive on all parties if no notice of disagreement has been delivered to Seller on or before the end of the 15-day period. The final Purchase Price will be mutually determined by the parties at the expiration of the 15-day period. If the parties are unable to resolve the dispute within the 15-day period, the parties shall submit to Ernst & Young LLP as arbitrator (the "Arbitrator") the statement of final book values and supporting schedules, a copy of this Agreement and Buyer's notice of disagreement for review and evaluation. Within thirty (30) days of the submission to the Arbitrator, the Arbitrator shall make a written determination, based solely on the presentations by the parties (and their representatives and agents), in a form or forms determined by the Arbitrator, and not by independent review, only with respect to those issues in dispute as set forth in the notice of disagreement and shall render a report as to the dispute and the resulting computation. The fees and expenses incurred in connection with the services rendered pursuant to this Section 3.5 shall be borne by Seller and Buyer in inverse proportion to the award granted each of them by the Arbitrator. For example, if the dispute relates to $100,000 and the Arbitrator awards $60,000 to party A and $40,000 to party B, then the Arbitrator's fees and expenses shall be apportioned as follows: B shall pay 60% and A shall pay 40% of such fees and expenses. When any dispute is resolved by agreement among the parties or by the Arbitrator, changes to the statement of final book values shall be made thereunder but only for items as to which Buyer has taken exception pursuant to the notice of disagreement and such revised s...
Payment of Final Purchase Price. To the extent that the Final Purchase Price is different than the Initial Purchase Price (such difference being hereinafter referred to as the "Adjustment"), then the principal amount of the Buyer Note shall be either increased or decreased as appropriate by the amount of the Adjustment. Buyer hereby agrees to issue a replacement promissory note to Seller, in substantially the same form as the Buyer Note, in the principal amount necessary to reflect the determination of the Final Purchase Price as described above. In the event the Adjustment is a decrease to the Initial Purchase Price of more than One Million Fifty Thousand Dollars ($1,050,000), then the Buyer Note shall be cancelled and, not later than the third (3rd) business day following the date upon which the Final Purchase Price is determined in accordance with the terms of this Agreement, Seller shall pay to Buyer by wire transfer of immediately available federal funds pursuant to wire transfer instructions received at least two (2) days prior to the date of payment, the amount of the Adjustment that exceeds $1,050,000 plus interest thereon at the same rate specified in the Buyer Note calculated from the Closing Date to the date of payment of such amount.
Payment of Final Purchase Price. (i) PAYMENT DUE SELLER. On or before 12:00 p.m. Eastern Time on the fifth business day following the determination of the Purchase Price pursuant to paragraph 4.d.(iii), Buyer must pay to Seller, by wire transfer in immediately available funds to an account designated by Seller, an amount equal to the excess of the Purchase Price over the amount paid by Buyer as the Estimated Purchase Price, if any, plus interest thereon at the 30 Day CP Rate from the Closing Date up to, but not including the payment date.
Payment of Final Purchase Price. The Final Purchase Price shall be paid by the Purchaser as follows:
Payment of Final Purchase Price. If (i) the Final Purchase Price as finally determined under this Section 14.1 is more than (ii) the sum of (x) the Closing Amount plus (y) the amount of all payments (exclusive of interest) that have been paid, or are payable, to Seller 43 out of the Defects Escrow, then Purchaser shall pay to Seller, within five Business Days after the Final Determination Date, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Seller. If the amount in clause (i) above is less than the sum of (x) the Closing Amount plus (y) the amount of all payments (exclusive of interest) that have been paid, or are payable, to Seller out of the Defects Escrow, then Seller shall pay to Purchaser, within five Business Days after the Final Determination Date, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Purchaser.
Payment of Final Purchase Price. (i) If the Final First Closing Purchase Price as finally determined under this Section 14.1 is more than the First Closing Amount, then Purchaser shall pay to Seller, within five (5) Business Days after the Final Determination Date with respect to the Final First Closing Purchase Price, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Seller. If the Final First Closing Purchase Price as finally determined under this Section 14.1 is less than the First Closing Amount, then Seller shall pay to Purchaser, within five (5) Business Days after the Final Determination Date with respect to the Final First Closing Purchase Price, the amount of such difference by wire transfer of immediately available funds to an account or accounts designated by Purchaser.
Payment of Final Purchase Price. If the Final Purchase Price is more than the Preliminary Purchase Price, Buyer will pay such difference to Seller via wire transfer to an account specified by Seller, in immediately available funds, within five (5) days after the Final Settlement Statement has been agreed by the Parties or decided by arbitration, as applicable. If the Final Purchase Price is less than the Preliminary Purchase Price, Seller will pay such difference to Buyer via wire transfer to an account specified by Buyer, in immediately available funds, within five (5) days after the Final Settlement Statement has been agreed by the Parties or decided by the arbitrator, as applicable.
