Payment of Purchase Price Adjustment. (i) If the Adjusted Net Working Capital as of the Closing Date, as determined in accordance with this Section 1.7, is greater than the Target Net Working Capital, such excess amount (subject to Section 5.6) shall be paid by Buyer to Seller.
Payment of Purchase Price Adjustment. (i) If the Purchase Price, as finally determined in accordance with this Section 2.8 (the “Final Purchase Price”), exceeds the Estimated Purchase Price, then Purchaser shall pay, or cause to be paid, to the Payment Agent (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to such excess.
Payment of Purchase Price Adjustment. (i) If the Purchase Price, as finally determined in accordance with this Section 2.4 (the “Final Purchase Price”), exceeds the Estimated Purchase Price, then US Buyer shall, within five Business Days following the determination of the Final Purchase Price pursuant to the provisions of this Section 2.4, pay, or cause to be paid, to the Sellers’ Representative (on behalf of Sellers on a Pro Rata Share basis) an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative at least two Business Days prior to such payment date.
Payment of Purchase Price Adjustment. (i) If the Adjusted Net Working Capital as of the Closing Date, as determined in accordance with this Section 1.7, is greater than the Target Net Working Capital, such excess amount and the Holdback Amount (subject to Section 5.6) shall be paid by Buyer to Seller. (ii) If the Adjusted Net Working Capital as of the Closing Date, as determined in accordance with this Section 1.7, is less than the Target Net Working Capital and such deficit is greater than the Holdback Amount, Seller shall pay to Buyer the amount by which such deficit amount exceeds the Holdback Amount and Buyer shall retain the Holdback Amount. (iii) If the Adjusted Net Working Capital as of the Closing Date, as determined in accordance with this Section 1.7, is less than the Target Net Working Capital and such deficit is less than the Holdback Amount, Buyer shall pay to Seller the amount by which the Holdback Amount exceeds such deficit (subject to Section 5.6) and retain the remainder of the Holdback Amount. (iii) The Purchase Price Adjustment described in this Section 1.7(b) shall be paid within five Business Days after its determination in accordance with this Section 1.7(c) and shall be paid by wire transfer to the account designated by the payee in writing to the payor; provided, that any dispute as to the Purchase Price Adjustment has been resolved pursuant to Section 1.7(c). (c) Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within 60 days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Seller has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Seller is objecting within the applicable 60-day period, then Buyer and Seller shall attempt to resolve their differences in good faith. If Buyer and Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and Seller, to the Independent Accounting Firm. Buyer and Seller shall request the Indepen...
Payment of Purchase Price Adjustment. Once the Determination Date has occurred, (i) if the Purchase Price Adjustment is a positive figure, then, promptly following the Determination Date, and in any event within three (3) Business Days thereof, Buyer shall pay the amount of the Purchase Price Adjustment to the Seller Representative, on behalf of the unitholders of Seller (as determined as of immediately prior to the Effective Time), by wire transfer of immediately available funds, and (ii) if the Purchase Price Adjustment is a negative figure, then none of Buyer, Seller or the Seller Representative shall have any payment obligation under this Section 2.4(d).
Payment of Purchase Price Adjustment. Any Purchase Price Adjustment shall be payable to Buyer or Seller, as applicable, within ten (10) business days after the Final Settlement Date by wire transfer of immediately available funds to an account designated by the recipient. Within five (5) business days after the Final Settlement Date, Buyer and Seller shall jointly direct the Escrow Agent in writing as to the disposition of the Escrow Amount in accordance with the determination of the Purchase Price Adjustment, if any.
Payment of Purchase Price Adjustment. If the final Purchase Price Adjustment determined pursuant to Section 1.5(c) exceeds the Estimated Purchase Price Adjustment, Buyer shall pay such excess to Sellers. If the Estimated Purchase Price Adjustment exceeds the final Purchase Price Adjustment determined pursuant to Section 1.5(c), Sellers shall pay such excess to Buyer. All payments to be made pursuant to this Section 1.5(d) shall be made within five (5) business days after the final determination of the Purchase Price Adjustment, by wire transfer or delivery of other immediately available funds.
Payment of Purchase Price Adjustment. Within ten (10) business days after the earlier to occur of (a) the Parties' agreement with respect to the Final Closing Balance Sheet, the Closing Statement and the calculation of the Final Purchase Price, or (b) the delivery of the report of the Settlement Auditor as provided in Section 1.5(d), to the extent that there is a positive Purchase Price Adjustment, the Allied Parties shall pay the Purchase Price Adjustment, or, to the extent that the Final Purchase Price is less than the Unadjusted Purchase Price, RSI shall pay the Allied Parties the difference. Any such payment will be made by wire transfer of immediately available funds to such account as the Party entitled to receive such payment specifies in writing to the Party required to make such payment.
Payment of Purchase Price Adjustment. (i) If the Estimated Purchase Price exceeds the Purchase Price calculated using the Purchase Price Components as finally determined in accordance with this Section 2.3 (the “Final Purchase Price”), then Seller shall, within five Business Days following the determination of the Final Purchase Price pursuant to the provisions of this Section 2.3, pay or cause to be paid an amount equal to such excess to Buyer, by wire transfer of immediately available funds to an account or accounts designated by Buyer at least two Business Days prior to such payment date.
Payment of Purchase Price Adjustment. Upon the Final Closing Net Working Capital being determined pursuant to Section 1.5(b), the Purchase Price shall be adjusted upwards or downwards, as the case may be, by the Final Adjustment Amount. The “Final Adjustment Amount” shall equal the amount, if any, that the Final Closing Net Working Capital is either greater than or less than the Preliminary Net Working Capital. If the Final Adjustment Amount is a positive number, the Final Adjustment Amount shall be paid by Purchaser to the Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller and, if the Final Adjustment Amount is a negative number, Seller shall pay to Purchaser an amount equal to the absolute value of the Final Adjustment Amount. Any payment under this Section 1.5(c) shall be made within five (5) business days after the determination of the Final Closing Net Working Capital pursuant to Section 1.5(b). If any Party fails to pay any amount when due under this Section 1.5(c), such unpaid amount shall thereafter bear simple interest at a rate equal to the prime rate in effect from time to time (as published in The Wall Street Journal) plus two (2) percentage points, from the required date of payment until the date on which such amount is paid in full. Any payment made pursuant to this Section 1.5 shall be an adjustment to the Purchase Price for Tax purposes.
