Purchase Price Adjustment Payments. (i) If the Final Adjustment Amount is zero (0) or if Additional Merger Consideration is determined to be due in accordance with this Section 2.11, then, within two (2) Business Days after the date the Closing Statement is finalized pursuant to clause (b), (c) or (d) of this Section 2.11 (the “Conclusive Date”), (A) Parent shall deliver promptly by wire transfer of immediately available funds (x) to the Representative, an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the Additional Merger Consideration, if any, and (y) to the Surviving Corporation, an amount in cash equal to the remainder of the Additional Merger Consideration, if any, and (B) the parties shall provide a joint written instruction to the Escrow Agent to deliver promptly from the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (x) to the Representative, an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Purchase Price Adjustment Escrow Account, and (y) to the Surviving Corporation, an amount in cash equal to the remainder balance of the Purchase Price Adjustment Escrow Account. Upon receipt of any such amounts from the Escrow Agent and subject to Section 2.10(d)(vi), the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the Additional Merger Consideration and of the balance of the Purchase Price Adjustment Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the Additional Merger Consideration and of the balance of the Purchase Price Adjustment Escrow Amount and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the Additional Merger Consideration and of the balance of the Purchase Price Adjustment Escrow Amount.
(ii) If there is an Excess Amount determined to be due in accordance with this Section 2.11, then, within two (2) Business Days after the Conclusive Date, the parties shall provide a joint written instruction to the Escrow Agent to: (A) in the event the Excess Amount is equal to or less than the Purchase Price Adjustment Escrow Amount, deliver promptly from the Pur...
Purchase Price Adjustment Payments. Purchase price adjustment payments may be due to the Transferor by the Purchasers as agreed upon by the Parties.
Purchase Price Adjustment Payments. Promptly (but not later than two (2) Business Days) after the final determination of the Closing Date Working Capital and Closing Date Cash pursuant to Section 2.3, the Parties shall take the actions set forth in this Section 2.5, as applicable.
Purchase Price Adjustment Payments. Promptly (but not later than two (2) Business Days) after the final determination of the Closing Date Flush Working Capital pursuant to Section 2.6, the parties shall take the following actions:
(a) if the Closing Date Flush Working Capital (as finally determined pursuant to Section 2.6) exceeds the Estimated Closing Date Flush Working Capital, then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess, and the Purchaser shall pay to the Seller by wire transfer of immediately available funds a dollar amount equal to the amount of such excess; and
(b) if the Estimated Closing Date Flush Working Capital exceeds the Closing Date Flush Working Capital (as finally determined pursuant to Section 2.6), then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit, and the Seller shall pay to the Purchaser by wire transfer of immediately available funds a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Flush Working Capital (as finally determined pursuant to Section 2.6) is equal to the Estimated Closing Date Flush Working Capital, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.7.
Purchase Price Adjustment Payments. (a) Purchaser and Seller agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the calculation of the Closing Net Working Capital and in the conduct of the reviews referred to in Section 2.8 including making reasonably available to the extent necessary books, written and electronic records, work papers and personnel.
(b) If the absolute value of the difference between the Final Net Working Capital and the Estimated Net Working Capital is greater than $25,000, then within two Business Days after the Final Resolution Date, (i) if the Final Net Working Capital exceeds the Estimated Net Working Capital, Purchaser shall pay to Seller an amount equal to such excess, or (ii) if the Estimated Net Working Capital exceeds the Final Net Working Capital, Seller shall pay to Purchaser an amount equal to such excess. Payments must be made in immediately available funds by wire transfer of immediately available funds to the bank account or accounts specified in writing by Seller or Purchaser, as applicable. If the absolute value of the difference between the Final Net Working Capital and the Estimated Net Working Capital is equal to or less than $25,000, then no post-Closing adjustment payment shall be payable hereunder.
(c) For purposes of this Agreement, “Final Net Working Capital” means the Closing Net Working Capital as shown in Purchaser’s calculation delivered pursuant to Section 2.8(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 2.8(c); or, if an Objection Notice is delivered, as agreed by Purchaser and Seller pursuant to Section 2.8(d) or in the absence of such agreement, as shown in the accounting firm’s calculation delivered pursuant to Section 2.8(d).
Purchase Price Adjustment Payments. 10 Section 2.6
Purchase Price Adjustment Payments. 11 Section 2.5. R&W Insurance Policy .................................................................................11 Section 2.6. Withholding ..................................................................................................12 ARTICLE III
Purchase Price Adjustment Payments. If the Purchase Price, as finally determined pursuant to Section 2.3, is less than the Initial Purchase Price, the Company or its designee(s) shall pay to Buyer or its designee(s) the amount of such difference by wire transfer of immediately available funds. If the Purchase Price, as finally determined pursuant to Section 2.3, is greater than the Initial Purchase Price, then Buyer or its designee(s) shall pay to the Company or its designee(s) the amount of such excess by wire transfer of immediately available funds. Any payments required to be made pursuant to this Section 2.4 shall be made promptly (but not later than five (5) Business Days) after the final determination of the Purchase Price pursuant to Section 2.3. Section 2.5.
Purchase Price Adjustment Payments. Section 3.1(d) of the Master Purchase and Sale Agreement is hereby amended as set forth below by inserting each term thereof which is double underlined in the place where such term appears below:
Purchase Price Adjustment Payments. Promptly (but not later than two (2) Business Days) after the final determination of the Closing Date Working Capital pursuant to Section 2.3, the parties shall take the following actions, as applicable:
(a) (i) if the Closing Date Working Capital (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Working Capital (except with respect to the Cash and Cash Equivalents portion of the Closing Date Working Capital and Estimated Closing Date Working Capital, respectively) by more than $500,000, then Buyer shall pay to Sellers in accordance with their Percentage Interests by wire transfer of immediately available funds a dollar amount equal to the amount by which such excess exceeds $500,000, and (ii) if the Cash and Cash Equivalents portion of the Closing Date Working Capital (as finally determined pursuant to Section 2.3) exceeds the Cash and Cash Equivalents portion of the Estimated Closing Date Working Capital, then Buyer shall pay to Sellers in accordance with their Percentage Interests by wire transfer of immediately available funds a dollar amount equal to the amount of such excess; and
(i) if the Estimated Closing Date Working Capital exceeds the Closing Date Working Capital (as finally determined pursuant to Section 2.3) (except with respect to the Cash and Cash Equivalents portion of the Estimated Closing Date Working Capital and Closing Date Working Capital, respectively) by more than $500,000, then the Stockholder Representative shall pay to Buyer by wire transfer of immediately available funds a dollar amount equal to the amount by which such excess exceeds $500,000, and (ii) if the Cash and Cash Equivalents portion of the Estimated Closing Date Working exceeds the Cash and Cash Equivalents portion of the Closing Date Working Capital (as finally determined pursuant to Section 2.3), then the Stockholder Representative shall pay to Buyer by wire transfer of immediately available funds a dollar amount equal to the amount of such excess.
