Common use of Payment of Post-Closing Adjustment Clause in Contracts

Payment of Post-Closing Adjustment. (a) If the Purchase Price, as finally determined pursuant to Section 4.1, exceeds the Closing Purchase Price (such excess, the “Excess Amount”), then, within five (5) Business Days following the Determination Date, (i) the Purchaser shall pay to the Sellers the Excess Amount, together with interest thereon at the Prime Rate accruing from the Closing Date to the date of payment, and (ii) the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to deliver from the Closing Adjustment Escrow Account to the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative, the full Closing Adjustment Escrow Amount. (b) If the Purchase Price, as finally determined pursuant to Section 4.1, is less than the Closing Purchase Price (such shortfall, the “Shortfall Amount”), then, within five (5) Business Days following the Determination Date, the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to (i) deliver from the Closing Adjustment Escrow Account to the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, up to an amount equal to the Shortfall Amount (to the extent such amount is then remaining in the Closing Adjustment Escrow Account), together with interest thereon at the Prime Rate from the Closing Date to the date of payment, and (ii) deliver any funds remaining in the Closing Adjustment Escrow Account following payment of such Shortfall Amount to the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative. If the Shortfall Amount exceeds the Closing Adjustment Escrow Amount, then, in addition to the foregoing, within five (5) Business Days following the Determination Date, the Sellers shall pay to the Purchaser, by wire transfer of immediately available funds to the account designated in writing by the Purchaser, the amount by which the Shortfall Amount is in excess of the Closing Adjustment Escrow Amount, together with interest thereon at the Prime Rate accruing from the Closing Date to the date of payment. (c) For purposes of this Section 4.2, all computations of interest shall be made on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. The amount of any Excess Amount or Shortfall Amount, as applicable, paid pursuant to this Section 4.2 shall be deemed an adjustment to the Closing Purchase Price to the extent such adjustment affects any amounts that are due to or from the Sellers.

Payment of Post-Closing Adjustment. (a) If the Purchase Price, as finally determined pursuant to Section 4.1, exceeds the Closing Purchase Price (such excess, the “Excess Amount”), then, within five (5) Within 10 Business Days following the Determination Datefinal determination of all of the Calculations, the following payments shall be made: (a) The calculation made pursuant to Section 1.6(a) shall be redone by substituting Final Closing Revenue Run-Rate for Closing Revenue Run-Rate (the “Substitute Calculation”). (i) the Purchaser shall pay If there was a reduction to the Sellers the Excess Amount, together with interest thereon at the Prime Rate accruing from the Closing Date to the date of payment, and (ii) the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to deliver from the Closing Adjustment Escrow Account to the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative, the full Closing Adjustment Escrow Amount. (b) If the Purchase Price, as finally determined Payment Amount pursuant to Section 4.1, 1.6(a) at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is less greater than the reduction at the Closing Purchase Price (such shortfall, the “Shortfall Amount”calculated pursuant to Section 1.6(a), then, within five (5) Business Days following the Determination Date, the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to (i) deliver from the Closing Adjustment Escrow Account to the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, up to an amount equal to the Shortfall Amount (to the extent such amount is then remaining in the Closing Adjustment Escrow Account), together with interest thereon at the Prime Rate from the Closing Date to the date of payment, and (ii) deliver any funds remaining in the Closing Adjustment Escrow Account following payment of such Shortfall Amount to the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative. If the Shortfall Amount exceeds the Closing Adjustment Escrow Amount, then, in addition to the foregoing, within five (5) Business Days following the Determination Date, the Sellers shall pay to the Purchaser, by wire transfer of immediately available funds Buyers an amount equal to the account designated difference between (i) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation and (ii) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate. (ii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in writing a reduction to the Closing Payment Amount that is less than the reduction calculated at the Closing pursuant to Section 1.6(a) but still results in a reduction to the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the difference between (1) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate and (2) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (iii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being no reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Buyers shall pay to the Sellers an amount equal to the reduction to the Closing Payment Amount calculated at the Closing pursuant to Section 1.6(a). (iv) If there was no reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being a reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation. (b) The calculation made pursuant to Section 1.6(b) shall be redone by substituting Final Working Capital for the PurchaserSellers’ estimate of Closing Net Working Capital. (i) If, as a result of such recalculation, the reduction to the Closing Payment Amount should have been greater than the reduction made pursuant to Section 1.6(b), then the Sellers shall pay to the Buyers an amount equal to the amount by which Final Working Capital is less than the Shortfall estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (ii) If, as a result of such recalculation, an increase to the Closing Payment Amount is in excess made pursuant to Section 1.6(b) should have been a reduction to the Closing Payment Amount, then the Sellers shall pay to the Buyers the sum of (i) the amount of the increase in the Closing Adjustment Escrow Payment Amount made pursuant to Section 1.6(b), and (ii) an amount equal to the amount by which Closing Net Working Capital Target exceeds Final Working Capital. (iii) If, as a result of such recalculation, the increase to the Closing Payment Amount should have been greater than the increase made pursuant to Section 1.6(b), then the Buyers shall pay to the Sellers an amount equal to the amount by which Final Working Capital exceeds the estimate of Closing Net Working Capital included in the Estimated Working Capital Statement. (iv) If, as a result of such recalculation, a reduction in the Closing Payment Amount made pursuant to Section 1.6(b) should have been an increase in the Closing Payment Amount, together with interest thereon at then the Prime Rate accruing from Buyers shall pay to the Sellers an amount equal to the sum of (i) the reduction in the Closing Date Payment Amount made pursuant to Section 1.6(b), plus (ii) an amount equal to the date of paymentamount by which Final Working Capital exceeds Closing Net Working Capital Target. (c) For purposes of this Section 4.2, all computations of interest shall be made on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. The amount of any Excess Amount or Shortfall Amount, as applicable, paid Any payments pursuant to this Section 4.2 1.8 shall be deemed an adjustment to the Closing Purchase Price to the extent such adjustment affects made by Wire Transfer and any amounts that are due to or payments resulting from the Sellerscalculations in Section 1.8(a) and Section 1.8(b) may be netted such that only a single Wire Transfer is needed.

Payment of Post-Closing Adjustment. The Purchase Price shall be adjusted on a dollar-for-dollar basis (athe “Post-Closing Adjustment”) If to the Purchase Price, extent that the net working capital balance as finally determined pursuant to Section 4.1, exceeds of the Closing Purchase Price (such excess, Date as shown on the “Excess Amount”), then, within Closing Date Balance Sheet is greater or less than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement in the following manner: Within five (5) Business Days following the Determination Dateacceptance by the Buyer of the Closing Date Balance Sheet, the acceptance by the Sellers of the Buyer’s proposed adjustments thereto or resolution of any Post-Closing Adjustment disputes pursuant to Section 2.5(c) above: (i) if the Purchaser shall pay to the Sellers the Excess Amount, together with interest thereon at the Prime Rate accruing from net working capital balance as of the Closing Date to the date of payment, and (ii) the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to deliver from as shown on the Closing Adjustment Escrow Account to Date Balance Sheet is at least $100,000 greater than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall pay the Sellers, by wire transfer of immediately available funds to such accounts at such banks as the accounts designated Sellers shall direct, as an increase in writing by the Sellers’ Representative, the full Closing Adjustment Escrow Amount. (b) If the Purchase Price, as finally determined pursuant to Section 4.1, is less than Price paid at the Closing Purchase Price (such shortfall, the “Shortfall Amount”), then, within five (5) Business Days following the Determination Date, the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to (i) deliver from the Closing Adjustment Escrow Account to the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, up to an amount equal to such excess; or (ii) if the Shortfall Amount (to the extent such amount is then remaining in the Closing Adjustment Escrow Account), together with interest thereon at the Prime Rate from net working capital balance as of the Closing Date to the date of payment, and (ii) deliver any funds remaining in as shown on the Closing Adjustment Escrow Account following payment of such Shortfall Amount to Date Balance Sheet is at least $100,000 less than the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative. If the Shortfall Amount exceeds the Closing Adjustment Escrow Amount, then, in addition to the foregoing, within five (5) Business Days following the Determination Date, the Sellers shall pay to the Purchaser, by wire transfer of immediately available funds to the account designated in writing by the Purchaser, the amount by which the Shortfall Amount is in excess net working capital balance as of the Closing Adjustment Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall be entitled to make a claim against the Working Capital Escrow Amount, together with interest thereon for an amount (which amount shall constitute a reduction in the Purchase Price paid at the Prime Rate accruing from Closing) equal to the amount of such deficiency; or (iii) if the difference, if any, between the net working capital balance as of the Closing Date to the date of payment. (c) For purposes of this Section 4.2, all computations of interest shall be made as shown on the basis Closing Date Balance Sheet and the net working capital balance as of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. The amount of any Excess Amount or Shortfall Amount, as applicable, paid pursuant to this Section 4.2 shall be deemed an adjustment to the Closing Purchase Price to Date as shown on the extent such adjustment affects any amounts that are due to or from the SellersPreliminary Closing Date Working Capital Statement is less than $100,000, then there is no Post-Closing Adjustment.

Payment of Post-Closing Adjustment. The Purchase Price shall be adjusted on a dollar-for-dollar basis (athe “Post-Closing Adjustment”) If to the Purchase Price, extent that the net working capital balance as finally determined pursuant to Section 4.1, exceeds of the Closing Purchase Price (such excessDate as shown on the Closing Date Balance Sheet is greater or less than the net working 10 Consolidated Vision Group, Inc Strictly Confidential capital balance as of the “Excess Amount”), then, within Closing Date as shown on the Preliminary Closing Date Working Capital Statement in the following manner: Within five (5) Business Days following the Determination Dateacceptance by the Buyer of the Closing Date Balance Sheet, the acceptance by the Sellers of the Buyer’s proposed adjustments thereto or resolution of any Post-Closing Adjustment disputes pursuant to Section 2.5(c) above: (i) if the Purchaser shall pay to the Sellers the Excess Amount, together with interest thereon at the Prime Rate accruing from net working capital balance as of the Closing Date to the date of payment, and (ii) the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to deliver from as shown on the Closing Adjustment Escrow Account to Date Balance Sheet is at least $100,000 greater than the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall pay the Sellers, by wire transfer of immediately available funds to such accounts at such banks as the accounts designated Sellers shall direct, as an increase in writing by the Sellers’ Representative, the full Closing Adjustment Escrow Amount. (b) If the Purchase Price, as finally determined pursuant to Section 4.1, is less than Price paid at the Closing Purchase Price (such shortfall, the “Shortfall Amount”), then, within five (5) Business Days following the Determination Date, the Sellers’ Representative and the Purchaser shall provide a joint written instruction to the Escrow Agent to (i) deliver from the Closing Adjustment Escrow Account to the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, up to an amount equal to such excess; or (ii) if the Shortfall Amount (to the extent such amount is then remaining in the Closing Adjustment Escrow Account), together with interest thereon at the Prime Rate from net working capital balance as of the Closing Date to the date of payment, and (ii) deliver any funds remaining in as shown on the Closing Adjustment Escrow Account following payment of such Shortfall Amount to Date Balance Sheet is at least $100,000 less than the Sellers, by wire transfer of immediately available funds to the accounts designated in writing by the Sellers’ Representative. If the Shortfall Amount exceeds the Closing Adjustment Escrow Amount, then, in addition to the foregoing, within five (5) Business Days following the Determination Date, the Sellers shall pay to the Purchaser, by wire transfer of immediately available funds to the account designated in writing by the Purchaser, the amount by which the Shortfall Amount is in excess net working capital balance as of the Closing Adjustment Date as shown on the Preliminary Closing Date Working Capital Statement, the Buyer shall be entitled to make a claim against the Working Capital Escrow Amount, together with interest thereon for an amount (which amount shall constitute a reduction in the Purchase Price paid at the Prime Rate accruing from Closing) equal to the amount of such deficiency; or (iii) if the difference, if any, between the net working capital balance as of the Closing Date to the date of payment. (c) For purposes of this Section 4.2, all computations of interest shall be made as shown on the basis Closing Date Balance Sheet and the net working capital balance as of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. The amount of any Excess Amount or Shortfall Amount, as applicable, paid pursuant to this Section 4.2 shall be deemed an adjustment to the Closing Purchase Price to Date as shown on the extent such adjustment affects any amounts that are due to or from the SellersPreliminary Closing Date Working Capital Statement is less than $100,000, then there is no Post-Closing Adjustment.