Common use of Final Closing Payment Clause in Contracts

Final Closing Payment. The final adjustments pursuant to Sections 2.5(b), 2.5(c), 2.5(d) and 2.5(e) shall be netted and the final Closing Payment determined (the “Final Closing Payment”). In the event that the Final Closing Payment is greater than the Closing Payment (such excess, the “Final Overage”), the Purchaser will deposit, or cause to be deposited, within three Business Days of the determination of the Final Closing Payment, with the Sellers’ Representative, by wire transfer of immediately available funds, an amount equal to such Final Overage. Upon payment of such Final Overage, the Purchaser will be fully released and discharged of any obligation with respect to payment of the Final Overage. In the event that the Closing Payment is greater than the Final Closing Payment Price (such excess, the “Final Underage”), then the Sellers, jointly and severally, shall within three Business Days of the determination of the Final Closing Payment, reimburse the Purchaser, by wire transfer of immediately available funds, for an amount equal to the absolute value of the Final Underage, provided that the Sellers’ Representative shall first use the Expense Fund to satisfy such obligations. Upon payment of such Final Underage, the Sellers will be fully released and discharged of any obligation with respect to payment of the Final Underage.