Positive Adjustment. (i) If the amount of the Final Total Closing Consideration exceeds the amount of the Estimated Total Closing Consideration (such excess amount, the “Positive Adjustment Amount”), then within five (5) Business Days after the determination of the Final Total Closing Consideration, Buyer shall deposit or cause to be deposited in the Payment Fund held by the Payment Agent, by wire transfer of immediately available funds, an amount in cash equal to the Positive Adjustment Amount, if any.
Positive Adjustment. If the Final Net Purchase Price exceeds the Closing Net Purchase Price as finally determined in accordance with this Section 2.6 (such excess amount, the “Positive Adjustment Amount”), then the Buyer shall promptly (but in any event within five (5) Business Days following the final determination of the Final Net Purchase Price) pay the Positive Adjustment Amount to the Sellers’ legal counsel, in trust for the Sellers, by wire transfer of immediately available funds to the account designated by the Sellers’ legal counsel.
Positive Adjustment. The Positive Adjustment shall be the sum of the following (without duplication):
Positive Adjustment. Positive Adjustments Total value (USD) Expenditures CEI Capex Total positive adjustments
Positive Adjustment. If Pro Forma Net Current Assets as of the Closing Date, as finally determined under this Section 2.5, is less than One Million Dollars ($1,000,000.00), then Seller shall pay to Purchaser the amount of the difference in immediately available funds (the "Negative Adjustment"). The Positive Adjustment and the Negative Adjustment are collectively referred to as the "Purchase Price Adjustment".
Positive Adjustment. (i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are positive amounts (i.e., the AGZ Share Price and FA Share Price are greater than the Estimated AGZ Share Price and the Estimated FA Share Price, respectively), the Purchaser shall pay to the Sellers an additional amount per AGZ Share and FA Share equal to the following:
Positive Adjustment. If there is a positive Adjustment Amount, then within 120 days following the date that the Final Closing Date Balance Sheet and the Final Closing Date Closing Amounts are finally determined, the Parent shall pay to the Exchange Agent an amount of cash equal to such Adjustment Amount. The Exchange Agent shall promptly pay to each Stockholder, Option Holder and Warrant Holder a pro rata amount of such Adjustment based on the percentage of the Fully Diluted Common Shares Amount owned by such Person at Closing, except that holders of Class C Preferred Stock and Class E Preferred Stock shall receive the pro rata portion of the Adjustment Amount based only on the amount of shares owned exclusive of those shares such holders would have received as a result of the conversion of the dividends payable on such stock.
Positive Adjustment. If the Final Common Purchase Price is equal to or greater than the Estimated Common Purchase Price estimated at Closing (such amount that is greater than the Estimated Common Purchase Price shall be referred to as the "Excess"), Buyer shall pay to the Seller Representative the Excess, if any, which shall be paid by the Seller Representative to each Seller based on such Seller's Holdback Share, and the Seller Representative, on behalf of the Sellers, and Buyer shall direct the Escrow Agent to pay to such Sellers their Holdback Share of all funds deposited and remaining in the Purchase Price True-Up Holdback.
Positive Adjustment. If the Final Net Purchase Price exceeds the Closing Net Purchase Price (such excess amount, the “Positive Adjustment Amount”), then the Buyer and/or the Company shall promptly (but in any event within two Business Days following the final determination of Final Net Purchase Price) pay the Positive Adjustment Amount to the Seller. Any payments made to any Party pursuant to Section 2.6 shall be treated as an adjustment of the Purchase Price for all Tax purposes to the greatest extent permitted by law and shall be reported as such by the Parties on their Tax Returns.
Positive Adjustment. To the extent that the Net Working Capital derived from the Closing Date Balance Sheet is greater than the Preliminary Net Working Capital, then the Purchaser shall pay to the Seller the amount by which the Net Working Capital is greater than the Preliminary Net Working Capital by wire transfer of immediately available funds to an account designated by the Seller or by certified check within ten (10) days of the Balance Sheet Delivery Date.
