Payments on Account of Adjustments. In the event (i) the Adjusted Merger Consideration is greater than (ii) the sum of the Preliminary Merger Consideration and the Aggregate Escrow Fund, the Buyer shall pay the difference to the Company Shareholders upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon notification by the Buyer to the Shareholders' Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Merger Consideration. In the event (i) the Adjusted Merger Consideration is less than (ii) the sum of the Preliminary Merger Consideration and the Aggregate Escrow Fund, the Company Shareholders shall pay the difference to the Buyer upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon notification by the Buyer to the Shareholders' Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Merger Consideration. Any amounts payable to the Buyer pursuant to this Section 1.9 shall be promptly paid solely from the Escrow Fund. Any amounts payable to the Company Shareholders pursuant to this Section 1.9 shall be promptly deposited with the Exchange Agent for distribution by the Exchange Agent to the Company Shareholders.
Payments on Account of Adjustments. Immediately upon the expiration of the 30-day period for giving the Seller Dispute Notice, if no Seller Dispute Notice is given, or upon notification by Seller to Buyer that no Seller Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Consideration, (a) Seller shall pay to Buyer the amount (if any) by which the Adjusted Consideration (as finally determined in accordance with Section 3.2(f) above) is less than the Preliminary Consideration, or (b) Buyer shall pay to Seller the amount (if any) by which the Adjusted Consideration exceeds the Preliminary Consideration. Any payment under this Section 3.3 shall be made by wire transfer of immediately available funds to the account designated for such purpose by the recipient of such funds.
Payments on Account of Adjustments. The difference, if any, ---------------------------------- between the Adjusted Base Purchase Price and the Preliminary Base Purchase Price shall be paid by (a) a payment from the Escrow Fund to the Buyer, in the case of a deficiency pursuant to Section 1.10(h)(i) hereof, and (b) the payment by the Buyer of (i) 12.5% of the amount of such surplus to the Escrow Fund and (ii) 87.5% of the amount of such surplus to the Representatives, for distribution to the Selling Shareholders and the Option Holders, in the case of a surplus pursuant to Section 1.10(h)(iii) hereof. Any such payment shall be made immediately upon the expiration of the 30-day period for giving the Representatives Dispute Notice, if no Representatives Dispute Notice is given, or upon notification by the Representatives that no Representatives Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Base Purchase Price.
Payments on Account of Adjustments. The difference, if any, between the Adjusted Merger Consideration and the Merger Consideration shall be paid by the Company Stockholders to the Buyer upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon notification by the Buyer to the Stockholders' Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Merger Consideration. Any amounts payable to the Buyer pursuant to this Section 1.9 shall be promptly paid, pro rata, from the Holdback Amount and the Initial Escrow Fund (as defined in Section 1.12(a)).
Payments on Account of Adjustments. (a) (i) In the event that the Adjusted Purchase Price is less than the Base Purchase Price, the difference between the Adjusted Purchase Price and the Base Purchase Price shall be paid to Open Solutions from the Reserve Account immediately upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Purchase Price.
Payments on Account of Adjustments. The difference, if any, between the Adjusted Base Cash Purchase Price and the Preliminary Base Cash Purchase Price shall be paid by (a) the Company Stockholders to the Buyer, in the case of a deficiency pursuant to Section 1.10(f)(i) hereof, and (b) the Buyer to the Representative for distribution to the Company Stockholders, in the case of a surplus pursuant to Section 1.10(f)(iii) hereof, in each case immediately upon the expiration of the 30-day period for giving the Buyer Dispute Notice or the Representative Dispute Notice, if no Buyer Dispute Notice or Representative Dispute Notice is given, or upon notification by the Buyer to the Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Base Cash Purchase Price. If any amount is payable to the Buyer pursuant to this Section 1.11, such amount shall be paid from the Escrow Fund in accordance with the terms of the Escrow Agreement.
Payments on Account of Adjustments. (a) If the Adjusted Purchase Price is less than the Base Purchase Price, the difference together with interest thereon at the rate of 8% per annum from the Closing Date to the payment of such difference, shall be paid to the Buyer immediately upon the expiration of the 45-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution, in accordance with Section 11 hereof, of any dispute in connection with the determination of the Adjusted Purchase Price.
(b) If the Adjusted Purchase Price is more than the Base Purchase Price, the difference together with interest thereon at the rate of 8% per annum from the Closing Date to the payment of such difference, shall be paid to the Stockholder immediately upon the expiration of the 45-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution, in accordance with Section 11 hereof, of any dispute in connection with the determination of the Adjusted Purchase Price.
(c) All amounts except interest payable pursuant to paragraph (a) or (b) of this Section 1.05, shall be paid by Buyer or the Stockholder, as applicable, by the delivery and transfer of Buyer Shares with an aggregate value equal to the amount to be paid; for purposes of determining said aggregate value, the value of a share of Buyer Common Stock shall be equal to the Average Closing Price. Interest will be payable in cash.
(d) Notwithstanding the above, any adjustment amount payable hereunder may, at the option of the party making such payment, be made in cash. Any adjustment amount in excess of $5,000,000 shall be paid in cash.
Payments on Account of Adjustments. Any repayment by the Company to the Buyers, shall be paid to the Buyers (or Parent, as directed by Parent, at its sole discretion) within five Business Days in cash by wire transfer of immediate available funds .
Payments on Account of Adjustments. In the case of a Downward Adjustment, ATS and the Shareholders’ Representative shall promptly direct the Escrow Agent to pay the Downward Adjustment Amount to ATS from the Escrow (as defined in Section 3.3(a)) in accordance with the terms of the Escrow Agreement (as defined in Section 3.3(a)). In the case of an Upward Adjustment, ATS shall immediately pay the Upward Adjustment Amount in cash to Shareholders’ Representative, and such additional amount, if any, shall be deemed to be part of the Payment Fund and, along with the Escrow, subject to distributions by the Shareholders’ Representative pursuant to the Exchange Agreement.
Payments on Account of Adjustments. (a) The difference between the Adjusted Purchase Price and the Base Purchase Price, together with interest thereon at the rate of 6% per annum from the Closing Date to the payment of such deficiency, shall be paid to the Buyer immediately upon the expiration of the 60-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Purchase Price.
(b) Any amounts payable to the Buyer, or the Company (if the Closing occurs), in connection with any claim for indemnification pursuant to Section 10 hereof, shall be paid to the Buyer or the Company, as the case may be, immediately upon the resolution, by agreement or arbitration, of such indemnification claim.
(c) If an amount is payable to the Buyer pursuant to paragraph (a) or (b) or this Subsection 1.05, such amount shall, to the extent of available funds, be paid to the Buyer by the Escrow Agent from the Reserve Account and, to the extent that funds in the Reserve Account are insufficient, be paid to the Buyer directly by the Stockholders, jointly and severally, in cash, by cashier's or certified check or by wire transfer of immediately available funds to an account designated by the Buyer. Any balance remaining in the Reserve Account, after any payment to the Buyer pursuant to the preceding sentence, and subject to the provisions of paragraph (d) hereof, shall be paid by the Escrow Agent to the Stockholders' Representative. All payments to the Stockholders' Representative by the Escrow Agent shall be distributed by the Stockholders' Representative to each of the Stockholders in the proportion set forth opposite their respective names on Schedule I attached hereto.
(d) Except for Payments permitted pursuant to paragraphs (a) and (b) above, all amounts in the Reserve Account shall be held in such Account, until the later of (i) two years from the Closing Date, (ii) the final determination of the Adjusted Purchase Price, whether by agreement or otherwise, or (iii) the final resolution, whether by agreement or arbitration, of any claims for indemnification under Section 10 hereof which are asserted in writing by the Buyer, or the Company (if the Closing occurs), prior to two years from the Closing Date.
