Payment of Working Capital Adjustment. To the extent that the Final Working Capital Adjustment calculated pursuant to Section 1.9 c. above differs from the Estimated Working Capital Adjustment, the difference (the "Post-Closing Adjustment") shall be paid as follows:
Payment of Working Capital Adjustment. If there is a Working Capital Increase, as finally determined in accordance with this Section 2.9, Buyer shall pay the Working Capital Increase to Seller. If there is a Working Capital Decrease, as finally determined in accordance with this Section 2.9, then Seller shall pay to Buyer the Working Capital Decrease.
Payment of Working Capital Adjustment. Within three (3) Business Days after the occurrence of the expiry of the applicable Final Determination Date, which relates to undisputed amounts, payment of any adjustment in respect of the relevant Working Capital amount shall be made as follows and, to the extent of any such dispute, payment, if any shall be made as follows within three (3) Business Days after the relevant and applicable Final Determination Date, which relates to disputed amounts:
Payment of Working Capital Adjustment. The amount of the Working Capital Adjustment, if any, shall be determined and paid as follows:
Payment of Working Capital Adjustment. If: (i) the Working Capital Adjustment as finally determined pursuant to this Section 1.9 is positive and (ii) the Working Capital Adjustment as finally determined pursuant to this Section 1.9 exceeds the Estimated Working Capital Adjustment, Parent and Stockholders’ Agent shall execute a joint written letter instructing the Escrow Agent to release to Parent from the Escrow Fund an amount equal to such excess.
Payment of Working Capital Adjustment. Except as otherwise provided herein, any payment of the Working Capital Adjustment shall (i) be due (A) within five Business Days of acceptance of the Closing Working Capital Statement or (B) if there are Disputed Amounts with regard to the Closing Working Capital Statement, then within five Business Days of the resolution of such Disputed Amounts pursuant to Section 2.5; and (ii) be paid by wire transfer of immediately available funds to such accounts as is directed by Buyer or the Selling Members, as the case may be. Any payment of the Working Capital Adjustment owed by Buyer to the Selling Members shall be allocated among the Selling Members in accordance with the percentages set forth in Recital A. Notwithstanding the foregoing, if any amount due to Buyer under this Section 2.3 remains unpaid at the time any Earn-Out Payment is due, Buyer shall be entitled, at its option, and without prejudice to any other remedies available to Buyer, to offset an amount equal to such unpaid amount against any Earn-Out Payment due to the Selling Members, with any remaining amount following such offset to be paid to the Selling Members in accordance with Section 9.7.
Payment of Working Capital Adjustment. If Closing Net Working Capital (as finally determined pursuant to this Section 2.5) is greater than Target Net Working Capital (the “Working Capital Surplus”), then within five Business Days of the final determination of Closing Net Working Capital pursuant to this Section 2.5, Purchaser shall release the Working Capital Holdback to Parent and shall pay a dollar amount equal to the Working Capital Surplus to Parent; and if Closing Net Working Capital (as finally determined pursuant to this Section 2.5) is less than Target Net Working Capital (the “Working Capital Shortfall”), then Purchaser shall retain a dollar amount equal to the Working Capital Shortfall from the Working Capital Holdback and shall release the remainder of the Working Capital Holdback, if any, to Parent within 5 Business Days of the final determination of Closing Net Working Capital pursuant to this Section 2.5; provided, that if the Working Capital Shortfall exceeds the Working Capital Holdback, then then within 5 Business Days of the final determination of Closing Net Working Capital pursuant to this Section 2.5, Parent shall pay a dollar amount equal to such excess to Purchaser. The difference (which for the avoidance of doubt may be a negative number) of (x) the aggregate amount, if any, paid to Sellers pursuant to this Section 2.5(d) (which, for the avoidance of doubt, does not include the release to Sellers of any portion of the Working Capital Holdback) less (y) the aggregate amount, if any, paid to Purchaser pursuant to this Section 2.5(d) (which, for the avoidance of doubt, does include the release to Purchaser of any portion of the Working Capital Holdback), is referred to herein as the “Working Capital Adjustment”.
Payment of Working Capital Adjustment. If the Working Capital set forth in the Final Closing Statement (the “Actual Working Capital”) is greater than the Estimated Working Capital, Buyer shall pay to Seller the amount of such excess, within five (5) Business Days of the Final Determination Date, by wire transfer of immediately available United States funds. If the Estimated Working Capital is greater than the Actual Working Capital, Seller shall pay to Buyer the amount of such excess, within five (5) Business Days of the Final Determination Date, by wire transfer of immediately available United States funds.
Payment of Working Capital Adjustment. (i) Except as otherwise provided herein, payment of the amount of the Working Capital Adjustment shall be due and payable by wire transfer or other immediately available funds within five (5) Business Days after the Working Capital Adjustment is finally determined pursuant to this Section 2.06.
Payment of Working Capital Adjustment. No later than ten (10) business days following the date the Final Statement becomes effective: (i) if the Final Closing Purchase Price exceeds the Estimated Initial Purchase Price, the Buyer shall pay the amount of such excess to the Target by wire transfer of immediately available funds; (ii) if the Final Closing Purchase Price is less than the Estimate Initial Purchase Price, the Target and each of the Members shall pay to the Buyer (and shall be jointly and severally liable for the amount of such payment, with the Buyer having a right of set off with respect to any amounts owed to it by the Members) by wire transfer of immediately available funds, the amount by which the Estimated Initial Purchase Price exceeds the Final Closing Purchase Price; and (iii) if the Final Closing Purchase Price equals the Estimated Initial Purchase Price, no payment shall be due from Buyer or from the Target and each Member.
