Payment Procedures for Adjustments Clause Samples

Payment Procedures for Adjustments. Upon the occurrence of the Working Capital Determination Event: (a) if the Working Capital Amount as of the Closing Date is less than the Base Working Capital Amount (the "Shortfall Amount"), the Base Purchase Price shall automatically be reduced by an amount equal to the Shortfall Amount and the Purchaser shall be entitled to immediately retain and deduct the Shortfall Amount from the Hold Back Amount, or (b) if the Working Capital Amount as of the Closing Date is greater than the Base Working Capital Amount (the "Surplus Amount"), the Base Purchase Price shall automatically be increased by an amount equal to the Surplus Amount and the Purchaser shall promptly pay to the Company an amount equal to the Surplus Amount.