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) 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), then the Selling Entities shall pay (or cause to be paid) to the Buyer, an amount equal to such difference; provided that, no payment shall be made by the Selling Entities to the Buyer pursuant to this sentence in the event that such difference is not greater than $5,000,000.
(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, then the Buyer shall pay (or cause to be paid) to the Seller an amount equal to such difference; provided that, no payment shall be made by the Buyer to the Seller pursuant to this sentence in the event that such difference is not greater than $5,000,000.
(iii) If (A) the Estimated Indebtedness is less than (B) the Closing Indebtedness, as finally determined in accordance with Section 3.2(c), then the Selling Entities shall pay (or cause to be paid) to the Buyer, an amount equal to such difference.
(iv) If (A) the Closing Indebtedness, as finally determined in accordance with Section 3.2(c), is less than (B) the Estimated Indebtedness, then the Buyer shall pay (or cause to be paid) to the Seller, an amount equal to such difference.
(v) If the amount of the Closing Deadband Exceptions, as finally determined in accordance with Section 3.2(c), differs from the amount of the Estimated Deadband Exceptions, then the Buyer or the Selling Entities, as the case may be, shall pay to the other, an amount equal to the difference between the determination of the Closing Payment as actually previously determined pursuant to Section 3.1(b) (using the amount of the Estimated Deadband Exceptions) as compared to a hypothetical determination of the amount of the Closing Payment pursuant to Section 3.1(b) as if the Closing Deadband Exceptions had instead been substituted therein (with all other items used in the actual determination of the Closing Date Payment remaining unchanged).
(vi) The net amount payable pursuant to this Section 3.2(d) shall be paid in cash within two (2) Business Days following the final determination of the Closing Net Working Capital Amount, the Closing Deadband Exceptions and Closing Indebtedness in accordance with Section 3.2(c), by wire transfer of immediately available funds to an account designated by the Seller or Buyer, as applicable.
(vii...
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 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 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) The “Adjustment Amount” shall initially be zero and shall be increased or decreased as follows: (A) if the Closing Cash, as finally determined in accordance with Section 1.08(d), is less than the Estimated Closing Cash, then the Adjustment Amount shall be decreased by the absolute value of such shortfall; (B) if the Closing Cash, as finally determined in accordance with Section 1.08(d), is greater than the Estimated Closing Cash, then the Adjustment Amount shall be increased by the amount of such excess; (C) if the Closing Net Working Capital Amount, as finally determined in accordance with Section 1.08(d), is less than the Estimated Net Working Capital Amount, then the Adjustment Amount shall be decreased by the absolute value of such shortfall; (D) if the Closing Net Working Capital Amount, as finally determined in accordance with Section 1.08(d), is greater than the Estimated Net Working Capital Amount, then the Adjustment Amount shall be increased by the amount of such excess; (E) if the Closing Date Indebtedness, as finally determined in accordance with Section 1.08(d), is less than the Estimated Closing Date Indebtedness, then the Adjustment Amount shall be increased by the absolute value of such shortfall; (F) if the Closing Date Indebtedness, as finally determined in accordance with Section 1.08(d), is greater than the Estimated Closing Date Indebtedness, then the Adjustment Amount shall be decreased by the amount of such excess; (G) if the Unpaid Company Transaction Expenses, as finally determined in accordance with Section 1.08(d), are less than the Estimated Closing Date Expenses, then the Adjustment Amount shall be increased by the absolute value of such shortfall; and (H) if the Unpaid Company Transaction Expenses, as finally determined in accordance with Section 1.08(d), are greater than the Estimated Closing Date Expenses, then the Adjustment Amount shall be decreased by the amount of such excess.
(ii) If the Adjustment Amount is a negative number in accordance with Section 1.08(e)(i) and the absolute value of such Adjustment Amount is equal to or less than the Working Capital Escrow, then no later than two Business Days after such determination, Buyer and Representative shall deliver a joint instruction to the Escrow Agent authorizing the Escrow Agent to release from the Working Capital Escrow (A) the amount of such deficiency to Buyer and (B) the remaining amount, if any, in the Working Capital Escrow after release of the amount contem...
Payment Upon Final Determination of Adjustments. (i) If (A) the difference of Closing Working Capital, less Closing Debt and Unpaid Company Transaction Expenses, as finally determined in accordance with Section 2.8(c), is less than (B) the difference of Estimated Working Capital, less Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses, as finally estimated in accordance with Section 2.8(a), then the Equityholders’ Representative shall pay the amount of such deficiency to the Surviving Corporation solely from the Escrow Fund. Notwithstanding any provision of this Agreement to the contrary, the Surviving Corporation’s sole recourse for payment of any such deficiency pursuant to this Section 2.8(d)(i) shall be the Escrow Fund and neither Parent nor the Surviving Corporation or any of their respective Affiliates shall have any claim against any Equityholder in respect thereof.
(ii) If (A) the difference of Closing Working Capital, less Closing Debt and Unpaid Company Transaction Expenses, as finally determined in accordance with Section 2.8(c), less (B) the difference of Estimated Working Capital, less Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses, as finally estimated in accordance with Section 2.8(a), is greater than zero, then the Surviving Corporation shall, no later than one Business Day after such determination (or, if such Equityholder is a holder of Company Common Stock and has not exchanged such Equityholder’s 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 multiplied by such Equityholder’s Applicable Percentage.
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.
Payment Upon Final Determination of Adjustments. (i) If the Estimated Initial Consideration is more than the Initial Consideration, as finally determined in accordance with Section 3.2(c) (the amount of such deficit, the “Shortfall Payment”), then Purchaser shall be paid the amount of such discrepancy by wire transfer of immediately available funds not later than three (3) Business Days after such Determination from Seller.
(ii) If the Initial Consideration, as finally determined in accordance with Section 3.2(c), is more than the Estimated Initial Consideration (the amount of such excess, the “Excess Payment”), then Purchaser shall, or shall cause the Company to, promptly, and not 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 Seller.
