Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. Within three Business Days after the Closing Date Working Capital Statement being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement is less than the Estimated Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such difference; (ii) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement exceeds the Estimated Closing Date Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess; (iii) to the extent a net downward adjustment is made to the Purchase Price, the Seller shall pay, within three Business Days of such determination, the amount of such difference to the Purchaser by wire transfer in immediately available funds together with interest thereon at a rate per annum equal to the sum of (A) the Prime Rate and (B) 1% (the “Interest Rate”); and (iv) to the extent a net upward adjustment is made to the Purchase Price, the Purchaser shall pay, within three Business Days of such determination, the amount of such excess to the Seller by wire transfer in immediately available funds together with interest thereon at the Interest Rate.

Post-Closing Purchase Price Adjustment. The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.08 upon the earliest of (i) the failure of the Seller to notify the Purchaser of a dispute in accordance with Section 2.08(b)(ii), (ii) the resolution of all disputes by the Seller and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm. Within three two Business Days after of the Closing Date Balance Sheet and the Closing Net Working Capital Statement being deemed final, a an adjustment to the Purchase Price adjustment shall be made as follows, by wire transfer in immediately available funds to the Seller or the Purchaser, as applicable: (i) in the event that If the Closing Date Net Working Capital reflected on exceeds the Estimated Net Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess and the Purchaser shall pay such amount to the Seller by wire transfer in immediately available funds. (ii) If the Closing Date Net Working Capital Statement is less than the Estimated Net Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such difference; (ii) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement exceeds the Estimated Closing Date Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess; (iii) to the extent a net downward adjustment is made to the Purchase Price, difference and the Seller shall pay, within three Business Days of pay such determination, the amount of such difference to the Purchaser by wire transfer in immediately available funds together with interest thereon at a rate per annum equal to the sum of (A) the Prime Rate and (B) 1% (the “Interest Rate”); and (iv) to the extent a net upward adjustment is made to the Purchase Price, the Purchaser shall pay, within three Business Days of such determination, the amount of such excess to the Seller by wire transfer in immediately available funds together with interest thereon at the Interest Ratefunds.

Post-Closing Purchase Price Adjustment. Within three Business Days after the Closing Date Working Capital Statement being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement is less than the Estimated Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such difference; (ii) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement exceeds the Estimated Closing Date Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess; (iii) to the extent a net downward adjustment is made to the Purchase Price, the Seller shall pay, within three Business Days of such determination, the amount of such difference to the Purchaser by wire transfer in immediately available funds together with interest thereon at a rate per annum equal to the sum of (A) the Prime Rate and (B) 1% (the “"Interest Rate”"); and (iv) to the extent a net upward adjustment is made to the Purchase Price, the Purchaser shall pay, within three Business Days of such determination, the amount of such excess to the Seller by wire transfer in immediately available funds together with interest thereon at the Interest Rate.

Post-Closing Purchase Price Adjustment. The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.08 upon the earliest of (i) the failure of the Seller to notify the Purchaser of a dispute in accordance with Section 2.08(b)(ii), (ii) the resolution of all disputes by the Seller and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm. Within three two Business Days after of the Closing Date Balance Sheet and the Closing Net Working Capital Statement being deemed final, a an adjustment to the Initial Purchase Price adjustment shall be made as follows, by wire transfer in immediately available funds to the Seller or the Purchaser, as applicable: (iA) in the event that If the Closing Date Net Working Capital reflected on exceeds the Estimated Net Working Capital, then the Initial Purchase Price shall be adjusted upward in an amount equal to such excess and the Purchaser shall pay such amount to the Seller by wire transfer in immediately available funds. (B) If the Closing Date Net Working Capital Statement is less than the Estimated Net Working Capital, then the Initial Purchase Price shall be adjusted downward in an amount equal to such difference; (ii) in the event that the Closing Date Working Capital reflected on the Closing Date Working Capital Statement exceeds the Estimated Closing Date Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess; (iii) to the extent a net downward adjustment is made to the Purchase Price, difference and the Seller shall pay, within three Business Days of pay such determination, the amount of such difference to the Purchaser by wire transfer in immediately available funds together with interest thereon at a rate per annum equal to the sum of (A) the Prime Rate and (B) 1% (the “Interest Rate”); and (iv) to the extent a net upward adjustment is made to the Purchase Price, the Purchaser shall pay, within three Business Days of such determination, the amount of such excess to the Seller by wire transfer in immediately available funds together with interest thereon at the Interest Ratefunds.