Payroll Account Adjustment Sample Clauses

Payroll Account Adjustment. (1) If the Purchaser has not delivered a notice of objection pursuant to Section 3.2(3), then on the 35th Business Day after delivery of the Payroll Account Closing Statement (the "Payroll Account Adjustment Date"), an amount (the "Payroll Account Adjustment Amount") equal to the absolute amount of the difference between: (a) the book value of the Assets Under Administration - Payroll Account (as at the Effective Time); and (b) the book value of the Obligations - Payroll Account (as at the effective Time), shall be paid in the following manner (subject, owever, to the provisions of Section 3.3(2)): (c) if the amount referred to in Section 3.3(1)(a) is greater than the amount referred to in Section 3.3(1)(b), the Purchaser will pay to the Vendor an amount equal to the Payroll Account Adjustment Amount plus interest thereon at the Prime Rate from the Closing Date to the date of payment, or (d) if the amount referred to in Section 3.3(1)(a) is less than the amount referred to in Section 3.3(1)(b), the Vendor will pay to the Purchaser an amount equal to the Payroll Account Adjustment Amount plus interest thereon at the Prime Rate from the Closing Date to the date of payment. (2) If the Purchaser gives a notice of objection to the Payroll Account Closing Statement pursuant to Section 3.2(3), then the Purchaser or the Vendor, as the case may be, shall pay the portion, if any, of the Payroll Account Adjustment Amount in respect of which there is no objection plus interest on that undisputed portion of the Payroll Account Adjustment Amount in accordance with Section 3.3(1) on the Payroll Account Adjustment Date. Upon the resolution of the dispute with respect to the Payroll Account Closing Statement, the Purchaser or the Vendor, as the case may be, shall pay any additional amounts or overpayments, as the case may be, as are determined to be payable, together with interest thereon, in accordance with the provisions of Section 3.3(1).