Net Adjustment Amount. (i) If the Net Adjustment Amount is positive and has a value greater than $5,000,000 (the “Collar Amount”), Purchaser shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.03, pay, or cause to be paid, the Net Adjustment Amount in immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers in accordance with the allocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, no later than two (2) Business Days after such final determination pursuant to this Section 2.03.
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchaser shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Seller by wire transfer in immediately available funds the Net Adjustment Amount, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Net Adjustment Amount. (A) If the Net Adjustment Amount is positive, Parent shall within three Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) pay the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to use such amount to pay (1) to the Stockholder Representative an amount equal to its expenses incurred in connection with the exercise of its rights under Section 4.1(b)(iii) and (2) to the Paying Agent for further payment to each Person that immediately prior to the Effective Time held Shares (other than the Dissenting Shares) that has surrendered Shares in accordance with Section 4.2(e), an amount equal to the product of (x) such Person’s Percentage Ownership and (y) the amount remaining in the Working Capital Escrow Fund after making the payment contemplated by clause (1) of this Section 4.1(b)(iv)(A).
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchaser shall, within 10 Business Days after the Statement becomes final and binding on the parties, pay to Member Representative by wire transfer in immediately available funds the Net Adjustment Amount.
Net Adjustment Amount. 7 Net Sales .......................................................................7 Net Working Capital .......................................................................9 Non-Company Business Employee .......................................................................9 Non-U.S. Benefit Plan .......................................................................34
Net Adjustment Amount. Within five (5) Business Days after the items set forth in the Closing Statement are finally determined pursuant to this Section 1.2, and subject to Section 1.2.8:
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, (A) Purchaser shall, within 10 Business Days after the Statement becomes final, conclusive and binding on the parties, pay, by wire transfer in immediately available funds, to the Sellers’ Representative, for further distribution in cash to the Sellers, an amount equal to the lesser of (x) the Net Adjustment Amount and (y) the Escrow Amount, and (B) Sellers and Purchaser shall jointly instruct the Escrow Agent for the immediate disbursement to Sellers’ Representative, for further distribution in cash to the Sellers, of the entire amount of the Escrow Funds in the Escrow Account. (ii) If the Net Adjustment Amount is negative, the Sellers’ Representative, on behalf of Sellers, and Purchaser shall, within 10 Business Days after the Statement becomes final, conclusive and binding on the parties, jointly instruct the Escrow Agent to pay to Purchaser from the funds, if any, then constituting the Escrow Fund an amount equal to the lesser of (A) the absolute value of the Net Adjustment Amount and (B) the Escrow Amount. If any portion of the Escrow Fund remains after delivery of any Net Adjustment Amount pursuant to this Section 1.06(d)(ii), Sellers’ Representative, on behalf of Sellers, and Purchaser shall jointly instruct the Escrow Agent for the immediate disbursement to the Sellers’ Representative, for further distribution in cash to the Sellers, of the Escrow Funds remaining in the Escrow Account. (iii) If the Net Adjustment Amount is zero, Sellers’ Representative, on behalf of Sellers, and Purchaser shall jointly instruct the Escrow Agent for the immediate
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent shall, within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.2, pay an amount equal to the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in writing by the Escrow Agent in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to distribute such amount, together with the other funds constituting the Consideration Escrow Amount portion of the Escrow Fund, to each former holder of Company Common Stock or a Company Equity Award that is entitled to receive the Per Share Cash Consideration, in each case in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement.
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Purchasers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.02(e)(i), pay, or cause to be paid, the Net Adjustment Amount in immediately available funds to an account of the Sellers, for further payment to the other Sellers in accordance with the allocation set forth in Section 5.18(h) of the Disclosure Letter, no later than two (2) Business Days after such final determination pursuant to this Section 2.02(e)(i). (ii) If the Net Adjustment Amount is negative, Sellers shall, within five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.02(e)(ii), pay, or cause to be paid, the absolute value of the Net Adjustment Amount in immediately available funds to Purchasers by wire transfer to a bank account designated in writing by Purchasers no later than two (2) Business Days after such final determination pursuant to this Section 2.02(e)(ii). (f) The process set forth in this Section 2.02 shall be the exclusive remedy of Sellers and Purchasers for any disputes related to the Closing Cash, Closing Indebtedness, Closing Other Adjustments, Closing Net Working Capital and Net Adjustment Amount, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement. SECTION 2.03
Net Adjustment Amount. (i) If the Net Adjustment Amount is positive, Parent shall, within five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 2.02, pay the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in accordance with the Escrow Agreement, and the Shareholder Representative and Parent shall promptly instruct the Escrow Agent to use such amount to pay (A) to the Shareholder Representative an amount equal to its expenses included in clause (ii) of the definition of “Other Adjustments”, and (B) to (x) each person (other than Parent, the Surviving Corporation and any Company Subsidiary) that immediately prior to the Effective Time held Company Common Stock (other than Dissenting Shares) that has surrendered Certificates in accordance with Section 2.04 and (y) each holder of a PHASAR or a PSU Award, an amount equal to the product of (1) such person’s Percentage Ownership and (2) the amount remaining after making the payment contemplated by clause (A) above.
