Common use of Purchase Price Adjustment Payments Clause in Contracts

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 Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (I) to an account designated by Parent, an amount in cash equal to the Excess Amount, and (II) 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 (after payment of the Excess Amount) and (III) to the Surviving Corporation, an amount in cash equal to the remainder balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount); and (B) in the event that the Excess Amount is greater than the Purchase Price Adjustment Escrow Amount, (I) deliver promptly from the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the Purchase Price Adjustment Escrow Amount and (II) deliver promptly from the Indemnification Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the difference between the Excess Amount and the Purchase Price Adjustment Escrow Amount. In the case of clause (A) of the prior sentence, 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 balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount), and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount) and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Purchase Price Adjustment Escrow Amount (after payment of the Excess Amount). (iii) Absent fraud or willful misconduct, Parent’s sole and exclusive recourse for the Excess Amount shall be limited to collection from the funds available in the Purchase Price Adjustment Escrow Account and the Indemnification Escrow Account in accordance with the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement and the Indemnification Escrow Agreement. (iv) On or prior to the second (2nd) Business Day after the Conclusive Date, Parent shall cause the Surviving Corporation to pay the amounts of any Final Unpaid Seller Transaction Expenses and any Final Unpaid Closing Funded Debt to the applicable Persons to whom such amounts are due.

Purchase Price Adjustment Payments. (iA) If the Base Purchase Price is reduced pursuant to the adjustments set forth in Section 2.6(d)(i), then: a) if the Final Closing Adjustment Amount is zero less than Estimated Adjustment Amount, then on the third Business Day following the determination of the Final Closing Adjustment Amount, Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release to Purchaser a portion of the Escrow Fund equal to the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount (0such amount, the “Correction Amount”) or if Additional Merger Consideration is determined to be due (for the avoidance of doubt, in accordance such event Purchaser need not comply with this the provisions of Section 2.11, then, within two (2) Business Days after the date the Closing Statement is finalized pursuant to clause (b), (c) or (d) 8.5 of this Agreement governing indemnification procedures and the Correction Amount shall not be subject to the Basket set forth in Section 2.11 (8.3 hereof); and b) if the “Conclusive Date”)Final Closing Adjustment Amount is greater than Estimated Adjustment Amount, (A) then on the Business Day following the determination of the Final Closing Adjustment Amount, then Parent or Purchaser shall deliver promptly by wire transfer of immediately available funds (x) to the Representative, Shareholder Representative Distribution Account an aggregate amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage full amount by which the Final Closing Adjustment Amount exceeds the Estimated Adjustment Amount for distribution to the Sellers in accordance with Section 2.2. (B) If the Base Purchase Price is not reduced pursuant to the adjustments set forth in respect of such Common Stockholders’ Common StockSection 2.6(d)(i), then: a) if the Final Closing Adjustment Amount equals the Estimated Adjustment Amount, then on the Business Day following the determination of the Additional Merger ConsiderationFinal Closing Adjustment Amount, if any, Purchaser and (y) the Shareholder Representative shall deliver to the Surviving CorporationEscrow Agent a joint instruction instructing the Escrow Agent to release the full Working Capital Escrow Fund to the Shareholder Representative Distribution Account for distribution to the Sellers in accordance with Section 2.2; and b) if the Final Closing Adjustment Amount is greater than Estimated Adjustment Amount, then on the Business Day following the determination of the Final Closing Adjustment Amount: i) Purchaser and the Shareholder Representative shall deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to release the full Working Capital Escrow Fund to the Shareholder Representative to pay from the Shareholder Representative Distribution Account to the Sellers in accordance with Section 2.2; and ii) Parent or Purchaser shall deliver to the Shareholder Representative Distribution Account an aggregate amount in cash equal to the remainder amount by which (x) the Final Closing Adjustment Amount (less the Threshold Adjustment Amount) exceeds (y) the Working Capital Escrow Fund for distribution to the Sellers in accordance with Section 2.2; and c) if the Final Closing Adjustment Amount is less than Estimated Adjustment Amount, then on the Business Day following the determination of the Additional Merger ConsiderationFinal Closing Adjustment Amount, if any, Purchaser and (B) the parties Shareholder Representative shall provide a joint written instruction deliver to the Escrow Agent a joint instruction instructing the Escrow Agent to deliver promptly from the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (xrelease: i) to Purchaser or Parent (as Parent shall direct) that portion of the Representative, an amount in cash Working Capital Escrow Fund equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of full amount by which the balance of Estimated Adjustment Amount exceeds the Purchase Price Final Closing 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.; and (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 Working Capital Escrow Fund is equal to or less than the Purchase Price full amount by which the Estimated Adjustment Escrow Amount exceeds the Final Closing Adjustment Amount, deliver promptly from to Purchaser or Parent (as Parent shall direct) a portion of the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (I) to an account designated by Parent, an amount in cash Fund equal to the Excess Amountamount by which such excess exceeds the Working Capital Escrow Fund; and iii) the amount, and (II) if any, by which the Working Capital Escrow Fund exceeds the full amount by which the Estimated Adjustment Amount exceeds the Final Closing Adjustment Amount to the Shareholder Representative an amount in cash equal to pay from the Shareholder Representative Distribution Account 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 (after payment of the Excess Amount) and (III) to the Surviving Corporation, an amount in cash equal to the remainder balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount); and (B) in the event that the Excess Amount is greater than the Purchase Price Adjustment Escrow Amount, (I) deliver promptly from the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the Purchase Price Adjustment Escrow Amount and (II) deliver promptly from the Indemnification Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the difference between the Excess Amount and the Purchase Price Adjustment Escrow Amount. In the case of clause (A) of the prior sentence, 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 balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount), and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount) and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Purchase Price Adjustment Escrow Amount (after payment of the Excess Amount). (iii) Absent fraud or willful misconduct, Parent’s sole and exclusive recourse for the Excess Amount shall be limited to collection from the funds available in the Purchase Price Adjustment Escrow Account and the Indemnification Escrow Account Sellers in accordance with the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement and the Indemnification Escrow AgreementSection 2.2. (iv) On or prior to the second (2nd) Business Day after the Conclusive Date, Parent shall cause the Surviving Corporation to pay the amounts of any Final Unpaid Seller Transaction Expenses and any Final Unpaid Closing Funded Debt to the applicable Persons to whom such amounts are due.

Purchase Price Adjustment Payments. Promptly (but not later than two (2) Business Days) after the final determination of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, Closing Date Transaction Expenses, Capital Expenditure Amount and Pre-Closing Tax Obligations (or Preliminary Pre-Closing Tax Obligations) pursuant to Section 2.3, the parties shall take the following actions, as applicable: (a) if (i) If the Final Adjustment Purchase Price (as finally determined pursuant to Section 2.3) exceeds (ii) the Closing Payment, then Buyer shall pay to Seller by wire transfer of immediately available funds a dollar amount equal to the amount of such excess, plus interest on such excess from the Closing Date to the date of payment thereof at the Agreed Rate; and (b) if (i) the Closing Payment exceeds (ii) the Purchase Price (as finally determined pursuant to Section 2.3), then Seller shall pay to Buyer by wire transfer of immediately available funds a dollar amount equal to the amount of such excess, plus interest on such excess from the Closing Date to the date of payment thereof at the Agreed Rate; provided, however, for the avoidance of doubt, that if the Purchase Price (as finally determined pursuant to Section 2.3) is equal to the Closing Payment, no payments will be made by the parties pursuant to this Section 2.4(b); provided, further, however, that if the final determination of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, Closing Date Transaction Expenses and Capital Expenditure Amount is zero have been made, but the final determination of the Pre-Closing Tax Obligations has not been made because the Acquired Companies’ Tax Return for its short taxable year ending on the Closing Date (0) or if Additional Merger Consideration is determined to be due in accordance with Treasury Regulation Section 1.1502-76(b) or any comparable provision of state or local Requirements of Law) has not been filed by Seller, then the actions set forth in this Section 2.112.4 shall be taken with respect to the Closing Date Net Working Capital, thenClosing Date Cash, within Closing Date Indebtedness, Closing Date Transaction Expenses, Capital Expenditure Amount and any further estimate of the Pre-Closing Tax Obligations determined as of such date, and the actions set forth in this Section 2.4 with respect to Pre-Closing Tax Obligations shall be taken not more than two (2) Business Days after the date filing of such Acquired Companies’ Tax Return; provided, however, that, notwithstanding the foregoing, the Pre-Closing Statement is finalized pursuant to clause (b), (c) or (d) Tax Obligations shall not be deemed final until the expiration of this Section 2.11 (the “Conclusive Date”), (A) Parent shall deliver promptly by wire transfer statute of immediately available funds (x) limitations period applicable to the Representativematters covered thereby and, an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect for avoidance of such Common Stockholders’ Common Stock) doubt, any portion of the Additional Merger Consideration, if any, and (y) to the Surviving Corporation, an amount in cash equal to the remainder Pre-Closing Tax Obligations that shall not have been deducted for purposes 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 determining the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (x) pursuant to this Article II shall be subject to indemnification to the Representative, an amount extent provided 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 Article VII 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 Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds (I) to an account designated by Parent, an amount in cash equal to the Excess Amount, and (II) 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 (after payment of the Excess Amount) and (III) to the Surviving Corporation, an amount in cash equal to the remainder balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount); and (B) in the event that the Excess Amount is greater than the Purchase Price Adjustment Escrow Amount, (I) deliver promptly from the Purchase Price Adjustment Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the Purchase Price Adjustment Escrow Amount and (II) deliver promptly from the Indemnification Escrow Account by wire transfer of immediately available funds to an account designated by Parent, an amount in cash equal to the difference between the Excess Amount and the Purchase Price Adjustment Escrow Amount. In the case of clause (A) of the prior sentence, 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 balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount), and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Purchase Price Adjustment Escrow Account (after payment of the Excess Amount) and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Purchase Price Adjustment Escrow Amount (after payment of the Excess Amount). (iii) Absent fraud or willful misconduct, Parent’s sole and exclusive recourse for the Excess Amount shall be limited to collection from the funds available in the Purchase Price Adjustment Escrow Account and the Indemnification Escrow Account in accordance with the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement and the Indemnification Escrow Agreement. (iv) On or prior to the second (2nd) Business Day after the Conclusive Date, Parent shall cause the Surviving Corporation to pay the amounts of any Final Unpaid Seller Transaction Expenses and any Final Unpaid Closing Funded Debt to the applicable Persons to whom such amounts are due.Article X.