Common use of Upward Adjustment Clause in Contracts

Upward Adjustment. If Final Working Capital (as finally determined pursuant to this Section 1.6) is greater than the Working Capital Estimate, then the Purchase Price will be adjusted upward by the amount of such excess (the “Upward Adjustment Amount”), and Purchaser shall pay to the Seller Representative, on behalf of the Sellers, an amount equal to the Upward Adjustment Amount within five (5) Business Days from the date on which the Final Working Capital is finally determined pursuant to this Section 1.6.

Appears in 1 contract

Samples: Securities Purchase Agreement (ExlService Holdings, Inc.)

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Upward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 1.62.9(b)) is greater than the Target Working Capital EstimateCapital, then the Purchase Price will be adjusted upward by the amount of such excess by which the Final Working Capital exceeds the Target Working Capital (the “Upward Adjustment AmountWorking Capital Excess”), and Purchaser Axsys shall pay or cause to the be paid to Seller Representative, on behalf of the Sellers, an amount in cash equal to the Upward Adjustment Amount Working Capital Excess, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Axsys. Any such payment is to be made within five (5) Business Days from of the date on which the Final Working Capital is finally determined pursuant to this Section 1.62.9(b).

Appears in 1 contract

Samples: Asset Purchase Agreement (Axsys Technologies Inc)

Upward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 1.61.07(b) is greater than the Estimated Net Working Capital EstimateCapital, then the Initial Purchase Price will be adjusted upward by the amount of such excess (the “Upward Adjustment Amount”)excess, and Purchaser shall will pay or cause to the Seller Representative, on behalf of the Sellers, be paid an amount in cash equal to the Upward Adjustment Amount such excess to Seller by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser. Any such payment is to be made within five (5) Business Days from of the date on which the Final Working Capital is finally determined pursuant to this Section 1.61.07(b).

Appears in 1 contract

Samples: Asset Purchase Agreement (Diebold Inc)

Upward Adjustment. If Final Working Capital (as finally determined pursuant to this Section 1.6SECTION 2.3(b)) is greater than the Target Working Capital EstimateCapital, then the Purchase Price will be adjusted upward by the amount of such excess (the “Upward Adjustment "UPWARD ADJUSTMENT Amount"), and Purchaser Buyer shall pay or cause to be paid, by bank wire transfer of immediately available funds, to an account designated in writing by the Seller Representative, on behalf of the Sellers, Payment Agent an amount in cash equal to the Upward Adjustment Amount. The Upward Adjustment Amount shall be made to the Payment Agent within five (5) Business Days from the date on which the Final Working Capital is finally determined pursuant to this Section 1.6SECTION 2.3(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Commonwealth Disposition LLC)

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Upward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 1.61.07(b)) is greater than the Target Working Capital EstimateCapital, then the Purchase Price will be adjusted upward by the amount of such excess (the “Upward Adjustment Amount”)excess, and Purchaser shall pay or cause to the Seller Representative, on behalf of the Sellers, be paid an amount in cash equal to the Upward Adjustment Amount such excess to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser. Any such payment is to be made within five (5) Business Days from of the date on which the Final Working Capital is finally determined pursuant to this Section 1.61.07(b).

Appears in 1 contract

Samples: Asset Purchase Agreement (Polyone Corp)

Upward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 1.62.05(c)) is greater than the Estimated Working Capital EstimateCapital, then the Purchase Price will be adjusted upward by the amount of such excess (and the “Upward Adjustment Amount”)Buyer will pay, and Purchaser shall pay or cause to be paid, to the Seller Representative, on behalf for the benefit of the SellersSeller and the Selling Partners, by bank wire transfer of immediately available funds to an account designated in writing by the Seller Representative, an amount in cash equal to the Upward Adjustment Amount such excess within five three (53) Business Days from after the date on which the Final Working Capital is finally determined pursuant to this Section 1.62.05(c).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hillman Companies Inc)

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