Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fund, to Buyer and (y) each Seller shall pay to Buyer within two (2) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fund.
(ii) If (A) the Final Adjustment Amount is greater than (B) the Estimated Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Positive Adjustment Amount”), then (x) the Shareholders’ Representative shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Positive Adjustment Amount (from dollar one) and deliver such Post-Closing Payment Schedule to Buyer, and (y) no later than two (2) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, Buyer shall pay, or cause the Company to pay, the applicable portion of the Positive Adjustment Amount set forth in the Post-Closing Payment Schedule to each Seller, as applicable.
(iii) Promptly following the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) (and in any event within two (2) Business Days after the date of such payment) any amount remaining in the Working Capital Escrow Fund (such remaining portion, the “Escrow Fund Excess Amount”) shall be paid to the Sellers, by wire transfer of immediately available funds, in accordance with the payment instructions contained in the Post-Closing Payment Schedule.
(iv) In connection with the payment of the Final Adjustment Amount pursuant to this Section 2.4(d) and the preparation of the Post-Closing Payment Schedule, Shareholders’ Representative shall include in the Post-Closing Payment Schedule any amount remaining in the Shareholders’ Representative Expense Fund following the payment of any amounts pursuant to Section 13.1 to the Shareholders’ Representative in connection with costs and expenses incurred or to be incurred by the Shareholders’ Representative resulting from the performance of its rights or obligations under this Ag...
Payment Upon Final Determination of Adjustments. (i) If (A) (1) Closing Working Capital Surplus (if any) plus (2) Closing Cash minus (3) Company Indebtedness minus (4) Closing Working Capital Deficiency (if any) minus (5) Seller Transaction Expenses, each as finally determined in accordance with this Section 2.03, does not exceed (B)
(1) Estimated Closing Working Capital Surplus plus (2) Estimated Closing Cash minus (3) Estimated Indebtedness minus (4) Estimated Closing Working Capital Deficiency minus (5) Estimated Seller Transaction Expenses, then, no later than five (5) Business Days after the Purchase Price is finally determined in accordance with this Section 2.03, Seller will pay to Buyer an amount equal to the difference between (A) and (B) above (expressed as a positive number) by delivery of immediately available funds in accordance with payment instructions provided in writing by Buyer to Seller.
(ii) If (A) (1) Closing Working Capital Surplus (if any) plus (2) Closing Cash minus (3) Company Indebtedness minus (4) Closing Working Capital Deficiency (if any) minus (5) Seller Transaction Expenses, each as finally determined in accordance with this Section 2.03, exceeds (B)
(1) Estimated Closing Working Capital Surplus plus (2) Estimated Closing Cash minus (3) Estimated Indebtedness minus (4) Estimated Closing Working Capital Deficiency minus (5) Estimated Seller Transaction Expenses, then, no later than five (5) Business Days after the Purchase Price is finally determined in accordance with this Section 2.03, Buyer will pay to Seller an amount equal to excess of (A) over (B) by delivery of immediately available funds in accordance with payment instructions provided in writing by Seller to Buyer.
(iii) Any payments made to any Party pursuant to this Section 2.03(e) shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns to the extent permitted by the applicable Law.
Payment Upon Final Determination of Adjustments. (i) If (A) the sum of the Closing Net Working Capital Amount, Transaction Tax Benefit and Closing Cash, less Closing Debt and Unpaid Company Transaction Expenses, as finally estimated in accordance with Section 2.8(a), is less than (B) the sum of the Estimated Net Working Capital Amount, Estimated Transaction Tax Benefit and Estimated Closing Cash, less Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses, as finally determined in accordance with Section 2.8(c), by an amount greater than $100,000 then the Surviving Corporation shall receive the amount of such deficiency (from dollar one) first from the Adjustment Escrow Fund and then, to the extent necessary, from the Indemnity Escrow Fund. For the avoidance of doubt, no payment shall be made by Escrow Agent to the Surviving Corporation in the event that such difference is not greater than $100,000.
(ii) If (A) the sum of the Closing Net Working Capital Amount, Transaction Tax Benefit and Closing Cash, less Closing Debt and Unpaid Company Transaction Expenses, as finally determined in accordance with Section 2.8(c), is greater than (B) the sum of the Estimated Net Working Capital Amount, Estimated Transaction Tax Benefit and Estimated Closing Cash, less Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses, as finally estimated in accordance with Section 2.8(a), by an amount greater than $100,000, then the Surviving Corporation shall, no later than three Business Days after such determination (or, if such Equityholder has not exchanged such Equityholder's Company Certificates pursuant to Article III, then upon such exchange by such Equityholder), cause to be paid to each Equityholder by delivery of immediately available funds to such Equityholder an amount equal to the product of such excess (from dollar one) multiplied by such Equityholder's Applicable Percentage. For the avoidance of doubt, no payment shall be made by the Surviving Corporation to the Equityholders in the event that such difference is not greater than $100,000.
(iii) To the extent that any amounts remain in the Adjustment Escrow Fund after any payment to the Surviving Corporation pursuant to Section 2.8(d)(i) or to the Equityholders pursuant to Section 2.8(d)(ii), then such remaining amount multiplied by the respective Equityholders' Applicable Percentage shall immediately be released from the Adjustment Escrow Fund and paid to the respective Equityholders.
Payment Upon Final Determination of Adjustments. (i) If the Adjustment Amount, as finally determined in accordance with Section 2.8(c), is less than the Estimated Adjustment Amount, then the Seller shall pay to the Buyer the amount of such difference (i.e., (A) the Estimated Adjustment Amount minus (B) the Adjustment Amount, as finally determined) by wire transfer of immediately available funds to an account designated by the Buyer, no later than five (5) Business Days after such determination.
(ii) If the Adjustment Amount, as finally determined in accordance with Section 2.8(c), is greater than the Estimated Adjustment Amount, then the Buyer shall pay to the Seller the amount of such difference (i.e., (A) the Adjustment Amount, as finally determined, minus (B) the Estimated Adjustment Amount) by wire transfer of immediately available funds to an account designated by the Seller, no later than five (5) Business Days after such determination.
Payment Upon Final Determination of Adjustments. After the Closing Net Working Capital Amount has been finally determined in accordance with Section 2.5(c) (the “Final Closing Net Working Capital Amount”), the Xxxxxxx Investment Amount shall be recalculated by substituting the Final Closing Net Working Capital Amount for the Estimated Net Working Capital Amount and, if a Modification Event has occurred, substituting the Modified Targeted Net Working Capital Amount for the Targeted Net Working Capital Amount (such recalculated amount, the “Adjusted Xxxxxxx Investment Amount”) and:
(i) if the Xxxxxxx Investment Amount exceeds the Adjusted Xxxxxxx Investment Amount, the JV Entity shall pay to Xxxxxxx (by wire transfer of immediately available funds) the amount of such excess no later than two Business Days after the determination of the Final Closing Net Working Capital Amount; or
(ii) if the Adjusted Xxxxxxx Investment Amount exceeds the Xxxxxxx Investment Amount, Xxxxxxx shall pay to the JV Entity (by wire transfer of immediately available funds) the amount of such excess no later than two Business Days after the determination of the Final Closing Net Working Capital Amount.
Payment Upon Final Determination of Adjustments. (i) If (A) the Cash Purchase Price (calculated based on the items set forth on the Closing Date Schedule, as finally determined in accordance with Section 1.08), is less than (B) the Cash Purchase Price (as determined based upon the Consideration Certificate) (the positive amount of such difference, the “Closing Payment Shortfall”), then the Member shall, within three (3) Business Days following the final determination of matters in accordance with Section 1.08, pay the Closing Payment Shortfall to Holdco by wire transfer of immediately available funds.
(ii) If (A) the Cash Purchase Price (calculated based on the items set forth on the Closing Date Schedule, as finally determined in accordance with Section 1.08), is greater than (B) the Cash Purchase Price (as determined based upon the Consideration Certificate), (the positive amount of such difference, the “Underpayment”), then within three (3) Business Days Holdco shall pay to the Member an amount equal to the Underpayment by wire transfer of immediately available funds.
Payment Upon Final Determination of Adjustments. (i) If the Estimated Initial Merger Consideration is more than the Initial Merger Consideration, as finally determined in accordance with Section 2.7(c), then the Equityholders Representative and Parent shall promptly, an in any event within three (3) Business Days, send a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse funds in the amount of such deficiency to the Surviving Corporation (the “Shortfall Payment”).
(ii) If the Initial Merger Consideration, as finally determined in accordance with Section 2.7(c), is more than the Estimated Initial Merger Consideration, then Parent shall, or shall cause the Surviving Corporation to, no later than three (3) Business Days after such determination, cause to be paid the amount of such discrepancy by wire transfer of immediately available funds to the Surviving Corporation (for payments in respect of Employee Options) and the Paying Agent (for all other payments) to be added to the Payment Fund for the benefit of, and to be distributed to, the Equityholders in accordance with Section 3.1 (the “Excess Payment”), provided, however, that no Per Share Excess Payment shall be paid unless and until each share of Company Preferred Stock has first received (measured since the Closing Date) its applicable payment of the Aggregate Liquidation Preference in accordance with this Agreement.
Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Net Working Capital Amount is greater than (B) the Closing Net Working Capital Amount, as finally determined in accordance with Section 3.2(c), by an amount greater than $1,000,000, then the Seller shall pay (or cause to be paid) to the Buyer, an amount equal to the difference between the Estimated Net Working Capital Amount and the Closing Net Working Capital Amount (from dollar one) (the “Seller Adjustment Payment”). For the avoidance of doubt, no payment shall be made by the Seller to the Buyer pursuant to this clause (i) in the event that such difference is not greater than $1,000,000.
(ii) If (A) the Closing Net Working Capital Amount, as finally determined in accordance with Section 3.2(c), is greater than (B) the Estimated Net Working Capital Amount, by an amount greater than $1,000,000, then the Buyer shall pay (or cause to be paid) to the Seller an amount equal to the difference between the Closing Net Working Capital Amount and the Estimated Net Working Capital Amount (from dollar one) (the “Buyer Adjustment Payment”). For the avoidance of doubt, no payment shall be made by the Buyer to the Seller pursuant to this clause (ii) in the event that such difference is not greater than $1,000,000.
(iii) If (A) the finally determined Actual 2009 Capital Expenditures are greater than the Estimated Capital Expenditures and (B) the Capital Expenditure Target exceeds the finally determined Actual 2009 Capital Expenditures by less than $2,500,000, then the Buyer shall pay (or cause to be paid) to the Seller an amount, if any, equal to (1) if the difference between the Capital Expenditure Target and the Estimated Capital Expenditures is greater than $2,500,000, (x) $2,500,000 minus (y) the difference between the Capital Expenditure Target and the Actual 2009 Capital Expenditures, or (2) if the difference between the Capital Expenditure Target and the Estimated Capital Expenditures is less than $2,500,000, the lesser of (x) the finally determined Actual 2009 Capital Expenditure minus the Estimated Capital Expenditures or (y) the amount of the Estimated Capital Expenditure Adjustment (such amount, the “Buyer Capital Expenditure Adjustment Amount”). For the avoidance of doubt, if the Capital Expenditure Target exceeds the finally determined Actual 2009 Capital Expenditures by more than $2,500,000 there shall not be any amount payable by the Buyer pursuant to this Section 3.2(d)(iii).
(iv) If the finally determined Actual 2009 Capital Expe...
Payment Upon Final Determination of Adjustments. (i) If (A) the Preliminary Net Closing Equity Amount exceeds (B) the Net Closing Equity Amount (as finally determined in accordance with Section 1.6(c)) (such excess, the “Closing Equity Shortfall”), then each Seller shall pay to Purchaser, no later than three (3) Business Days after such determination of such excess amount, an amount in cash equal to each Seller Member’s Pro Rata Share of such excess amount by wire transfer of immediately available funds accordance with the wire transfer instructions provided by Purchaser.
(ii) If (A) the Net Closing Equity Amount (as finally determined in accordance with Section 1.6(c)) exceeds (B) the Preliminary Net Closing Equity Amount (such excess, the “Purchaser Underpayment”), then Purchaser shall, no later than three (3) Business Days after such determination, (i) pay to each Seller Member an amount in cash equal to (x) the Purchaser Underpayment, multiplied by (y) such Seller Member’s Pro Rata Share by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Sellers’ Agent.
Payment Upon Final Determination of Adjustments. (i) If the Adjustment Amount, as finally determined in accordance with Section 2.8(c), is less than the Estimated Adjustment Amount by more than five percent (5%) (the “Adjustment Margin”), then the Parent shall pay to the Buyer the amount of such difference by wire transfer of immediately available funds to an account designated by the Buyer, no later than five (5) Business Days after such determination.
(ii) If the Adjustment Amount, as finally determined in accordance with Section 2.8(c), is greater than the Estimated Adjustment Amount by more than the Adjustment Margin, then the Buyer shall pay to the Parent the amount of such difference by wire transfer of immediately available funds to an account designated by Parent, no later than five (5) Business Days after such determination.
