Common use of Payment of Adjustment Amount Clause in Contracts

Payment of Adjustment Amount. (i) In the event the Adjustment Amount is to be paid by Seller, (A) if the Adjustment Amount to be paid by Seller to Buyer is less than the Adjustment Amount Escrow, Buyer shall receive the Adjustment Amount as a distribution from the Adjustment Amount Escrow Account, and the amount remaining in the Adjustment Amount Escrow Account shall be distributed to Seller by wire transfer of immediately available funds to a bank designated by Seller in writing; and (B) if the Adjustment Amount to be paid by Seller to Buyer exceeds the Adjustment Amount Escrow, the entire Adjustment Amount Escrow shall be distributed to Buyer and Seller shall pay to Buyer the amount of such excess, plus interest at the rate published in The Wall Street Journal from time to time as the "prime rate" ("Interest") on the portion of such excess that exceeds the Adjustment Amount Escrow for the actual number of days between the Closing Date and the date the payment is made by wire transfer of immediately available funds to a bank account or bank accounts designated by Buyer in writing. Notwithstanding anything to the contrary in this Agreement, and regardless of any other means of obtaining payment, Buyer shall have the right, but not the obligation, to offset any amount in the Indemnification Holdback Escrow Account (upon determination of the Final Closing Statement) by the amount by which the Adjustment Amount to be paid by Seller to Buyer exceeds the Adjustment Amount Escrow.

Payment of Adjustment Amount. On or before the tenth (i10th) In Business Day following the event the Adjustment Amount is to be paid by Seller, (A) if the Adjustment Amount to be paid by Seller to Buyer is less than the Adjustment Amount Escrow, Buyer shall receive the Adjustment Amount as a distribution from the Adjustment Amount Escrow Account, and the amount remaining in the Adjustment Amount Escrow Account shall be distributed to Seller by wire transfer of immediately available funds to a bank designated by Seller in writing; and (B) if the Adjustment Amount to be paid by Seller to Buyer exceeds the Adjustment Amount Escrow, the entire Adjustment Amount Escrow shall be distributed to Buyer and Seller shall pay to Buyer the amount of such excess, plus interest at the rate published in The Wall Street Journal from time to time as the "prime rate" ("Interest") on the portion of such excess that exceeds the Adjustment Amount Escrow for the actual number of days between the Closing Date and the date the payment is made by wire transfer of immediately available funds to a bank account or bank accounts designated by Buyer in writing. Notwithstanding anything to the contrary in this Agreement, and regardless of any other means of obtaining payment, Buyer shall have the right, but not the obligation, to offset any amount in the Indemnification Holdback Escrow Account (upon determination of the Final Closing StatementBalance Sheet, (A) either (i) Buyer shall deliver to the accounts designated in writing by the amount Seller Representative for the benefit of the Sellers the amount, if any, by which the Net Working Capital Adjustment Amount as reflected on the Final Closing Balance Sheet is greater than the Estimated Net Working Capital Adjustment Amount set forth on the Estimated Closing Balance Sheet or (ii) the Sellers shall, in the aggregate deliver to Buyer the amount, if any, by which the Net Working Capital Adjustment Amount is less than the Estimated Net Working Capital Adjustment Amount; (B) either (i) Buyer shall deliver to the Seller Representative the amount, if any, by which the Closing Cash as reflected on the Final Closing Balance Sheet (the “Final Closing Cash”) is greater than the Closing Cash set forth on the Estimated Closing Balance Sheet (the “Estimated Closing Cash”), or (ii) the Sellers shall, in the aggregate, deliver to Buyer the amount, if any, by which the Final Closing Cash is less than the Estimated Closing Cash; (C) either (i) Buyer shall deliver to the Seller Representative the amount, if any, by which the incentive compensation amounts actually paid or to be paid by Seller to those Persons set forth on Schedule 8.18(iii) as reflected on the Final Closing Balance Sheet (the “Final 2016 Incentive Compensation Amount”) is less than the Estimated 2016 Incentive Compensation Amount or (ii) the Sellers shall deliver to Buyer exceeds the Adjustment amount, if any, by which the Final 2016 Incentive Compensation Amount Escrowis more than the Estimated 2016 Incentive Compensation Amount; (D) either (i) Buyer shall deliver to the Seller Representative the amount, if any, by which the Funded Indebtedness as reflected on the Final Closing Balance Sheet (the “Final Funded Indebtedness”) is less than the Funded Indebtedness set forth on the Estimated Closing Balance Sheet (the “Estimated Funded Indebtedness”) or (ii) the Sellers shall, in the aggregate, deliver to Buyer the amount, if any, by which the Final Funded Indebtedness is greater than the Estimated Funded Indebtedness; and (E) either (i) Buyer shall deliver to the Seller Representative the amount, if any, by which the Company Transaction Expenses as reflected on the Final Closing Balance Sheet (the “Final Company Transaction Expenses”) is less than the Company Transaction Expenses set forth on the Estimated Closing Balance Sheet (the “Estimated Company Transaction Expenses”) or (ii) the Sellers shall, in the aggregate, deliver to Buyer the amount, if any, by which the Final Transaction Expenses are greater than the Estimated Company Transaction Expenses. For the avoidance of doubt, any amounts due by Buyer or Sellers (as applicable) pursuant to this Section 2.2(c) may be netted against each other.

Payment of Adjustment Amount. (i) In the event the Adjustment Amount is to be paid by SellerSellers, (A) if the Adjustment Amount to be paid by Seller Sellers to Buyer Buyers is less than the Adjustment Amount Escrow, Buyer Buyers shall receive the Adjustment Amount as a distribution from the Adjustment Amount Escrow Account, and the amount remaining in the Adjustment Amount Escrow Account shall be distributed to Seller Sellers by wire transfer of immediately available funds to a bank designated by Seller Sellers in writing; and (B) if the Adjustment Amount to be paid by Seller Sellers to Buyer exceeds Buyers exceed the Adjustment Amount Escrow, the entire Adjustment Amount Escrow shall be distributed to Buyer Buyers, and Seller Sellers shall pay to Buyer Buyers the amount of such excess, plus interest at the rate published in The Wall Street Journal from time to time as the "prime rate" ("Interest") on the portion of such excess that exceeds the Adjustment Amount Escrow for the actual number of days between the Closing Date and the date the payment is made by wire transfer of immediately available funds to a bank account or bank accounts designated by Buyer Buyers in writing. Notwithstanding anything to the contrary in this Agreement, and regardless of any other means of obtaining payment, Buyer Buyers shall have the right, but not the obligation, to offset any amount in the Indemnification Holdback Escrow Account (upon determination of the Final Closing Statement) by the amount by which the Adjustment Amount to be paid by Seller Sellers to Buyer Buyers exceeds the Adjustment Amount Escrow, without giving effect to the limitations set forth in Section 12.4(b).