Common use of Payment of Purchase Price Adjustments Clause in Contracts

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. (a1) On After final determination of all amounts (including resolution of disputed amounts under Section 2.5(a)(2)), payments shall be made as follows: (A) If the fifth amount of the Purchase Price as determined pursuant to Section 2.5(a) (5th"Final Purchase Price") exceeds the Preliminary Purchase Price, then within three Business Day following Days after the date the amount of the Final Purchase Price is determined, (i) Buyer and the Sellers shall direct the Adjustment Escrow Agent to pay to Sellers the amount of such excess (not to exceed the amounts on deposit in the Adjustment Escrow Account), and (ii) Buyer and the Sellers shall direct the Adjustment Escrow Agent to pay to Buyer the balance (if any) in the Adjustment Escrow Account. To the extent that the Final Purchase Price exceeds the Preliminary Purchase Price (B) If the amount of the Preliminary Purchase Price exceeds the Final Purchase Price, then within three business days after the date on which the last amount of the Draft Closing Statements has been finalized in accordance with Section 2.6 (whether by agreement of the partiesFinal Purchase Price is determined, 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 Buyer and the Sellers shall cause to be paid to the Purchaser such deficiency (A) first, from direct the Adjustment Escrow Account until such funds are depleted, and (B) the balance of such deficiency, shall be paid by the Sellers Agent to pay to Buyer 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 cash all amounts remaining in the Adjustment Escrow Account following the payment of all amounts owed and (ii) Sellers will pay to Buyer in cash an amount equal to the Purchaser under excess of the Preliminary Purchase Price exceeds the Final Purchase Price. (2) All payments to be made to the Sellers pursuant to this Section 2.7 2.5(b) shall be released paid by wire or accounts transfer of immediately available funds to the accounts designated by the Sellers by written notice to Buyer. All payments to be made to Buyer pursuant to this Section 2.5(b) shall be paid by wire or accounts transfer of immediately available funds to one or more accounts designated by Buyer by written notice to the Sellers’ Agent on behalf . Buyer shall have no liability or obligation arising from its allocation among the Sellers of payments made to the Sellers pursuant to this Section 2.5(b), provided that Buyer complies with the written instructions of the Sellers to be distributed in accordance with each such Person’s Pro Rata Share in accordance with provided under the Escrow Agreement and the provisions hereofpreceding sentence.

Payment of Purchase Price Adjustments. (a) On No later than the fifth third (5th3rd) Business Day following the date on which the last of the Draft Closing Statements Final Purchase Price Calculation Statement has been finalized in accordance with Section 2.6 (3.05, whether by agreement of the partiesParties, by 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(b3.06(b) shall be made. Any amounts owing and payable between Parent and the Holder Representative (on behalf of the Holders) pursuant to Section 3.06(b) shall be set off against any other amounts owing and payable between such Parties, such that only a net amount shall be paid. (b) On the Settlement Date,: (i) if the Closing Date Working Capital Final Purchase Price is greater than the Estimated Closing Date Working CapitalPayment Amount, the Purchaser then Parent shall pay such surplus an amount in cash equal to the Sellers’ difference between such amounts to the Paying Agent on behalf for the benefit of and for distribution to the Sellers Holders (such amounts to be distributed to each Seller in accordance with its Pro Rata Share; and (ii) if allocated among 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 Holders in accordance with each such Person’s Pro Rata Share of such amount); (ii) if the Final Purchase Price is less than the Closing Payment Amount (such amount, the “Final Purchase Price Deficit”) and: (A) the Final Purchase Price Deficit is equal to or less than the Holdback Amount, then Parent shall pay an amount in cash equal to (i) the Holdback Amount less (ii) the Final Purchase Price Deficit to the Paying Agent for the benefit of and for distribution to the Holders (such amount to be allocated among the Holders in accordance with each Holder’s Pro Rata Share of such amount), and Parent shall have no further obligation to pay any portion of the Escrow Agreement Holdback Amount to the Paying Agent for the benefit of and for distribution to the Holders; and (B) the Final Purchase Price Deficit exceeds the Holdback Amount (such excess amount, the “Holdback Deficit”), then each Holder shall pay in cash such Holder’s Pro Rata Share of the Holdback Deficit, if any, as directed by Parent, and Parent shall have no obligation to pay any portion of the Holdback Amount to the Paying Agent for the benefit of and for distribution to the Holders. (c) Any amount paid to the Holders pursuant to this Section 3.06 shall be deemed to be an increase to the Purchase Price, and the provisions hereofsum of (i) any amount paid to Parent pursuant to this Section 3.06 plus (ii) any portion of the Holdback Amount retained by or paid to Parent pursuant to this Section 3.06 shall be deemed to be a decrease to the Purchase Price, and the Purchase Price shall be adjusted accordingly.