Payment of the Adjustment Sample Clauses

Payment of the Adjustment. The Adjustment (or any undisputed part thereof, as the case may be) shall be paid by the relevant Party to the other Party, in immediately available funds on the bank account designated by the receiving Party to the other Party in writing, within three (3) business days from the date when the Adjustment has been determined through the Parties’ joint resolution, the Independent Auditor’s final and binding resolution or by the arbitral tribunal, as the case may be.
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Payment of the Adjustment. Promptly, but in no event later than five (5) Business Days, following the final determination of the Closing Balance Sheet and the Closing Consideration pursuant to Section 1.4(b), Section 1.4(c) or Section 1.4(d), the following shall occur:
Sample 1
Payment of the Adjustment. If the Adjustment is a positive amount, then Buyer will pay Seller the amount of the Adjustment, together with interest thereon at the Prime Rate compounded monthly for the period from the Closing Date through and including the date on which the Adjustment is paid, within five (5) business days after the final determination of the Adjustment pursuant to Section 2.3(G).
Sample 1
Payment of the Adjustment. If the Adjustment is a positive amount, then Norcross will pay Xxxxx US (on behalf of all the Xxxxx Xxxxxxx) the amount of the Adjustment, together with interest thereon at the Prime Rate for the period from the Closing Date through and including the date on which the Adjustment is paid, within ten business days after the final determination of the Purchase Price pursuant to Section 2.3(I).
Sample 1
Payment of the Adjustment. At the latest within five (5) days after the Net Working Capital and the Net Outstanding Indebtedness have been established by the Parties pursuant to Article 4.3 or, in the event of disputes, pursuant to Article 4.4 or 14.2, the Purchaser shall, if the Increase Amount as referred to in Article 4.2, is higher than the Reduction Amount as referred to in Article 4.1 pay the amount of such difference to the Seller (on a "euro for euro" basis, converted into US dollars in accordance with Article 4.6) by transferring such amount to a bank account to be designated by the Seller in writing, or, if the Reduction Amount as referred to in Article 4.1 is higher than the Increase Amount as referred to in Article 4.2, the Seller shall pay the amount of such difference to the Purchaser (on a "euro for euro" basis, converted into US dollars in accordance with article 4.6) by transferring such amount to a bank account to be designated by the Purchaser to the Seller in writing. Any payment to be made pursuant to this Article 4.5 shall be increased by an interest of 5% per annum accrued on such amount as from Closing until payment of such amount.
Sample 1
Payment of the Adjustment. Subject to clause 7.9, the Adjustment, if any, shall be paid in accordance with clause 3.2.5 together with interest payable in accordance with clause 3.2.6.
Sample 1
Payment of the Adjustment. (a) If the Preliminary Purchase Price was paid on the Closing Date and if the Final Purchase Price exceeds the Preliminary Purchase Price, the Purchaser shall pay the difference to the Sellers in accordance with the [*], i.e., the Purchaser shall pay [*] of the difference to Xxxxxx-Xxxxxxxxx, [*] to Wülfing Vermögensverwaltung, and [*] to BWK. * Confidential treatment requested; certain information omitted and filed separately with the SEC.
Sample 1
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Payment of the Adjustment. (a) If the Estimated Adjustment (as adjusted pursuant to Section 2.02(b)(ii), if applicable) exceeds the Final Adjustment, Seller shall pay to Buyer, in the manner and with interest as provided in Section 2.06(b), the amount of such excess. If the Final Adjustment exceeds the Estimated Adjustment (as adjusted pursuant to Section 2.02(b)(ii), if applicable), Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.06(b), the amount of such excess.
Sample 1

Related to Payment of the Adjustment

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Multiple Adjustments For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 11 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder; provided, however, that if more than one subsection of this Section 11 is applicable to a single event, the subsection shall be applied that produces the largest adjustment.

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