Net Adjustment Determination and Payment Sample Clauses

Net Adjustment Determination and Payment. (a) If the Net Adjustment Amount (as defined below) is positive, Acquiror shall deposit within five (5) Business Days after the determination of the Final Closing Statement with the Exchange Agent to be distributed to the Company Securityholders in accordance with the Liquidation Rights an amount equal to the amount by which such Net Adjustment Amount exceeds the Deficit Amount, plus a notional amount equal to interest on the amount of such difference from the Closing Date to the date of deposit at the rate of three percent (3%) above the then-applicable London Interbank Offered Rate as quoted in the Wall Street Journal, or, if lower, the highest rate permitted under applicable law (“Agreed Rate”). If the Net Adjustment Amount is negative, Acquiror shall be entitled to be indemnified pursuant to Article VIII (including a notional amount, if applicable, of interest determined in accordance with the Agreed Rate). (b) As used herein, the “Net Adjustment Amount” shall mean an amount, which may be positive or negative, equal to (i) the amount by which Final Indebtedness is less than Estimated Indebtedness, plus (ii) the amount by which Cash set forth in the Final Closing Statement (“Final Cash”) is greater than Estimated Cash, minus (iii) the amount by which the Indebtedness of the Company as of the Effective Time as set forth on the Final Closing Statement (“Final Indebtedness”) is greater than Estimated Indebtedness; minus (iv) the amount by which Final Cash is less than Estimated Cash, minus (v) the amount by which the aggregate amount of Transaction Expenses not paid prior to Closing as set forth on the Final Closing Statement (“Final Transaction Expenses”) are greater than Estimated Transaction Expenses, plus (vi) the amount by which Final Transaction Expenses are less than Estimated Transaction Expenses.