Payment of Purchase Price Adjustments. The Estimated Adjustments, to the extent not in dispute, shall be aggregated at the Initial Closing Date and each Subsequent Closing Date and the Party or Parties which owe(s) the other(s) an adjustment to the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall make a cash payment of such adjustment in immediately available funds by wire transfer to an account designated by the Buyer or Seller Representatives after consultation with the other Sellers, as the case may be. Following each Closing Date, if necessary, the Parties shall aggregate the Facility Purchase Price Adjustment, the Fuel Purchase Price Adjustment and the Unit 2 Purchase Price Adjustment and if, after taking into account the payment, if any, made at such Closing Date pursuant to the preceding sentence, the Party or Parties which owe(s) the other(s) an adjustment to the Facility Purchase Price, the Fuel Purchase Price and/or the Unit 2 Purchase Price shall make a cash payment of such adjustment in immediately available funds by wire transfer to an account designated by the Buyer or the Seller Representatives after consultation with the other Sellers, as the case may be.
Payment of Purchase Price Adjustments. (a) On the fifth (5th) Business Day following the date on which the last of the Draft Closing Statements has been finalized in accordance with Section 2.6 (whether by agreement of the parties, deemed agreement or by determination made by the Independent Auditor pursuant to Section 2.6(d)) (such date, the “Settlement Date”), the payments contemplated by Section 2.7(b) shall be made.
(b) On the Settlement Date,
(i) if the Closing Date Working Capital is greater than the Estimated Closing Date Working Capital, the Purchaser shall pay such surplus amount to the Sellers’ Agent on behalf of the Sellers to be distributed to each Seller in accordance with its Pro Rata Share; and
(ii) if the Closing Date Working Capital is less than the Estimated Closing Date Working Capital, the Sellers’ Agent on behalf of the Sellers shall cause to be paid to the Purchaser such deficiency (A) first, from the Adjustment Escrow Account until such funds are depleted, and (B) the balance of such deficiency, shall be paid by the Sellers in their respective Pro Rata Shares to the Purchaser. In such event, the Purchaser shall be entitled, at its option, to have recourse to the Indemnity Escrow Account in order to satisfy the foregoing payment obligations of the Sellers. Any amounts remaining in the Adjustment Escrow Account following the payment of all amounts owed to the Purchaser under this Section 2.7 shall be released to the Sellers’ Agent on behalf of the Sellers to be distributed in accordance with each such Person’s Pro Rata Share in accordance with the Escrow Agreement and the provisions hereof.
Payment of Purchase Price Adjustments. (a) At the Closing, Buyer shall pay to Seller an aggregate amount equal to the Estimated Purchase Price in readily available funds in accordance with the wire instructions delivered by Seller to Buyer, which wire instructions shall be delivered at least three (3) Business Days prior to Closing. The parties agree that an amount equal to $12,265,712.59 of the Estimated Purchase Price shall be applied to terminate intercompany debt of FCC Environmental to the Parent, which intercompany debt shall be terminated as of the Effective Time.
Payment of Purchase Price Adjustments. If the final Purchase Price exceeds the Estimated Purchase Price, Buyer shall pay such excess, together with interest thereon from the Closing Date to the date such excess is paid at a fluctuating rate per annum which at all times shall be equal to the LIBOR as in effect from time to time, within seven days after the Adjustment Date, by wire transfer of immediately available funds to such bank account in the United States bank as Seller shall designate in the amount of such excess. If the Estimated Purchase Price exceeds the final Purchase Price, Seller shall pay such excess within seven days after the Adjustment Date, by wire transfer of immediately available funds to such bank account in the United States bank as Buyer shall designate in the amount of such excess, together with interest thereon at the LIBOR from the Closing Date to the date such excess is paid.
Payment of Purchase Price Adjustments. (1) Within three Business Days after the Buyer delivers to the General Partner the report setting forth its proposed adjustments to the Final Closing Statement, the amounts not in dispute shall be determined and the Escrow Agent shall release and pay over to Buyer and/or the General Partner for the benefit of Sellers, as the case may be, the appropriate amount of the Post-Closing Adjustment Funds not in dispute, plus investment earnings attributable to such amount. The balance in the Post-Closing Adjustments Escrow shall be held by the Escrow Agent until the amount of the Purchase Price is finally determined pursuant to this Section 2.5 (whether by agreement of the General Partner and Buyer, by the Buyer's failure to deliver its report of proposed adjustments within the allotted period, or by the determination of an independent auditor). Upon and within three Business Days after such final determination, the Escrow Agent shall release and pay over to Buyer and/or the General Partner for the benefit of Sellers, as the case may be, the appropriate amount of the Post-Closing Adjustment Funds based upon such final determination, plus investment earnings attributable to such amount. If the Purchase Price as finally determined pursuant to this Section 2.5 exceeds the Estimated Purchase Price, Buyer will pay to the General Partner for the benefit of Sellers in cash the amount of such excess within three Business Days of the date of such determination, plus interest through the date of such payment to the General Partner at a rate per annum equal to the effective annualized return on the investment of the Post-Closing Adjustment Funds while such funds were held in escrow. If the Net Closing Payment exceeds the Purchase Price as finally determined pursuant to this Section 2.5, the General Partner will immediately demand that each Seller remit to the General Partner for the account of Buyer its proportionate share (based on the percentage interest in the Partnership that such Seller transferred to Buyer pursuant to Section 2.1(a)) of such excess, plus interest through the date of payment to Buyer at a rate per annum equal to the effective annualized return on the investment of the Post-Closing Adjustment Funds while such funds were held in escrow, and each Seller agrees to pay such amount to the General Partner within three Business Days of the General Partner's demand, and the General Partner will pay to Buyer in cash the amount received from each Seller within one...
Payment of Purchase Price Adjustments. (a) If the Closing Date Working Capital set forth in the Final Closing Statement (the “Actual Working Capital”) is less than the Estimated Working Capital, then an amount equal to such shortfall shall be due to Purchaser and payable in accordance with, and subject to, Section 2.7(e). If the Actual Working Capital is greater than the Estimated Working Capital, then an amount equal to such difference shall be due to the Sellers and payable in accordance with, and subject to, Section 2.7(e).
(b) If the Closing Date Indebtedness set forth in the Final Closing Statement (the “Actual Indebtedness”) is less than the Estimated Indebtedness, then an amount equal to such difference shall be due to the Sellers and payable in accordance with, and subject to, Section 2.7(e). If the Estimated Indebtedness is less than the Actual Indebtedness, then an amount equal to such shortfall shall be due to Purchaser and payable in accordance with, and subject to, Section 2.7(e).
(c) If the unpaid Company Transaction Expenses set forth in the Final Closing Statement (the “Actual Transaction Expenses”) are less than the Estimated Transaction Expenses, then an amount equal to such difference shall be due to the Sellers and payable in accordance with, and subject to, Section 2.7(e). If the Estimated Transaction Expenses are less than the Actual Transaction Expenses, then an amount equal to such shortfall shall be due to Purchaser and payable in accordance with, and subject to, Section 2.7(e).
(d) If the Closing Date Cash on Hand set forth in the Final Closing Statement (the “Actual Cash on Hand”) is greater than the Estimated Cash on Hand, then an amount equal to such difference shall be due to the Sellers and payable in accordance with, and subject to, Section 2.7(e). If the Estimated Cash on Hand is less than the Actual Cash on Hand, then an amount equal to such shortfall shall be due to Purchaser and payable in accordance with, and subject to, Section 2.7(e).
(e) Set-off, Release and Shortfall.
(i) Any amounts owing and payable between Purchaser and the Sellers pursuant to any of Sections 2.7(a) through (d) shall be set off against any other amount or amounts owing and payable between such parties pursuant to such subsections, such that only a net amount (the “Net Adjustment Amount”) shall be paid, which set-off amounts shall be set forth on the Final Closing Statement.
(ii) In the event that the Net Adjustment Amount is payable to Purchaser, and such Net Adjustment Amount is equa...
Payment of Purchase Price Adjustments. Purchaser will pay the Purchase Price to the Seller at the Closing against delivery of the items specified in Section 5.1 and subject to satisfaction of the Seller’s obligations, covenants and conditions as specified in Articles 8 through 11 hereof as follows:
Payment of Purchase Price Adjustments. If the final Purchase Price exceeds the Estimated Purchase Price, Buyer shall pay such excess, together with interest thereon from the Closing Date to the date such excess is paid at a fluctuating rate per annum which at all times shall be equal to the LIBO Rate as in effect from time to time, within seven days after the Adjustment Date, by wire transfer of immediately available funds to such account as Green Tree shall designate in the amount of such excess. If the Estimated Purchase Price exceeds the final Purchase Price, Green Tree shall pay such excess within seven days after the Adjustment Date, by wire transfer of immediately available funds to such account as Buyer shall designate in the amount of such excess, together with interest thereon at the LIBO Rate from the Closing Date to the date such excess is paid.
Payment of Purchase Price Adjustments. Any amount payable pursuant to Section 2.4(d) and/or Section 2.6(c) shall be paid by the applicable party or parties within three (3) Business Days following the final determination of the Tangible Equity Amount or the Actual Tax Gross-Up Amount, as applicable. Any payment made pursuant to Sections 2.4, 2.6 or this 2.7 shall be deemed to be an adjustment to the Purchase Price.
Payment of Purchase Price Adjustments. Promptly (but not later than fifteen (15) Business days) after the final determination of the Definitive Computation pursuant to § 6(1)(a), if (A) the sum of all Accounts Payable plus accrued but unpaid expenses exceeds the total prepaid expenses, then Xx. Xxxxx shall pay to Buyer, by wire transfer to such bank account of Buyer as Buyer shall designate in writing to Xx. Xxxxx, an amount equal to the excess of Accounts Payable and accrued but unpaid expenses over prepaid expenses; or (B) the sum of all Accounts Payable plus accrued but unpaid expenses is less than the total prepaid expenses, then Buyer shall pay to Xx. Xxxxx, by wire transfer to such bank account of Xx. Xxxxx as Xx. Xxxxx shall designate in writing to Buyer, an amount equal to the excess of prepaid expenses over the sum of Accounts Payable and accrued but unpaid expenses.
