Common use of Downward Adjustment Clause in Contracts

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.9(b)) is less than the Target Working Capital, then the Purchase Price will be adjusted downward by the amount of the shortfall (the “Working Capital Shortfall”), and Seller shall pay or cause to be paid to Buyer an amount in cash equal to the Working Capital Shortfall, by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer to Seller. Any such payment is to be made within five Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 2.9(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.9(b1.07(b)) is less than the Target Working Capital, then the Purchase Price will be adjusted downward by the amount of the shortfall (the “Working Capital Shortfall”)such shortfall, and Seller shall pay or cause to be paid to Buyer an amount in cash equal to the Working Capital Shortfall, such shortfall to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer Purchaser to Seller. Any such payment is to be made within five (5) Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 2.9(b1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.9(b1.07(b)) is less than the Target Estimated Net Working Capital, then the Initial Purchase Price will be adjusted downward by the amount of the shortfall (the “Working Capital Shortfall”)such shortfall, and Seller shall will pay or cause to be paid to Buyer an amount in cash equal to the Working Capital Shortfall, such shortfall to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer Purchaser to Seller. Any such payment is to be made within five Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 2.9(b1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 2.9(b)1.6) is less than the Target Working CapitalCapital Estimate, then the Purchase Price will be adjusted downward by the amount of the such shortfall (the “Working Capital ShortfallDownward Adjustment Amount”), and the Seller Representative, on behalf of the Sellers, shall pay or cause to be paid to Buyer Purchaser an amount in cash equal to the Working Capital Shortfall, by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer to Seller. Any such payment is to be made Downward Adjustment Amount within five (5) Business Days of from the date on which the Final Working Capital is finally determined pursuant to this Section 2.9(b)1.6.

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 2.9(b2.05(c)) is less than the Target Estimated Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfall and the shortfall (Seller Representative, on behalf of the “Working Capital Shortfall”)Seller and the Selling Partners, and Seller shall pay or cause to be paid to Buyer an amount in cash equal to the Working Capital Shortfallwill pay, by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer, an amount in cash equal to such shortfall to the Buyer to Seller. Any such payment is to be made within five three (3) Business Days of after the date on which the Final Working Capital is finally determined pursuant to Section 2.9(b2.05(c).