Payment of Adjustment Amounts. (i) If the Post-Closing Adjustment Amount is negative, then (i) first, the Seller Notes shall each be reduced on a pro rata basis by the Post-Closing Adjustment Amount; and (ii) then second, if the Post-Closing Adjustment Amount exceeds the amount of the Seller Note Payment, then Purchaser shall recover the Post-Closing Adjustment Amount, or any portion thereof, directly from the Sellers or the Indemnifying Members and the Sellers or the Indemnifying Members shall be obligated to pay to Purchaser, on a joint and several basis, such amounts by wire transfer of immediately available funds.
Payment of Adjustment Amounts. Within two business days after the ----------------------------- date on which the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth become final and binding pursuant to this Section 2.8, Sellers shall collectively pay to Buyer the Final Asset Purchase Adjustments together with interest thereon at a rate equal to the rate announced from time to time by The Bank of New York as its base rate during the period from the Closing Date to the date of the payment calculated on the basis of a 365-day year and the actual number of days elapsed. Any payments by Sellers pursuant to the preceding sentence shall be allocated to them in such proportion as they shall determine in their absolute discretion, and Buyer shall have no liability with respect to such allocation. Notwithstanding the foregoing sentence, the obligation to pay Buyer the foregoing adjustment shall be a joint and several obligation of each Seller. Any such payments shall be made by wire transfer of immediately available funds to a bank account or accounts as shall be designated in writing by the recipient no later than one business day prior to the payment date.
Payment of Adjustment Amounts. Any amount payable pursuant to Section 2(d)(ii), (iii), (iv) or (v) above shall be paid by the party owing such amount no later than seven (7) business days after the date on which such amount is determined pursuant to this Section 2(d).
Payment of Adjustment Amounts. All payments under this SECTION 1.4 shall be made in cash by wire transfer of immediately available funds to a bank account or bank accounts designated by Purchaser or Seller, as appropriate, in writing. Any amount payable under this SECTION 1.4 shall be paid within five (5) Business Days of the time such amounts are finally determined and become binding on the parties hereto pursuant to THIS SECTION 1.4, such final determination to be evidenced by a written acknowledgment of Purchaser and Seller to such effect or, in the absence thereof, a written determination pursuant to SECTION 1.4(c) of this Agreement by the Accounting Expert.
Payment of Adjustment Amounts. The Purchase Price shall be adjusted as follows (any adjustment to the Purchase Price hereunder is a “Post-Closing Adjustment”):
Payment of Adjustment Amounts. If the NWC Difference calculated pursuant to Section 2.3.1 above is a positive number (or zero), then Buyer shall, within ten business days of such computation by Buyer's independent public accountants, (x) direct the Escrow Holder to deliver the Deposit, together with interest thereon, to Seller and (y) pay Seller, by wire transfer, a cash amount equal to NWC Difference. If the NWC Difference calculated pursuant to Section 2.3.1 above is a negative number with an absolute value less than $800,000, then Buyer and Seller shall, within ten business days of such computation by Buyer's independent public accountants, direct the Escrow Holder to (i) deliver the Deposit, minus the absolute value of the NWC Difference to Seller, together with interest on such portion of the Deposit, and (ii) deliver the remainder of the Deposit (equal to the absolute value of the NWC Difference plus interest on such portion of the Deposit) to Buyer. If the NWC Difference calculated pursuant to Section 2.3.1 above is a negative number with an absolute value greater than $800,000, then Seller shall, within ten business days of such computation by Buyer's independent public accountants, (A) direct the Escrow Holder to deliver the Deposit, together with interest thereon, to Buyer and (B) pay Buyer, by wire transfer, a cash amount equal to the absolute value of the NWC Difference minus $800,000.
Payment of Adjustment Amounts. Any payment required to be made by (i) the Sellers pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds in U.S. dollars to the account of Hostess Holdings designated in writing by the Buyer at least one Business Day prior to such transfer and (ii) Hostess Holdings on behalf of the Buyer pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds in U.S. dollars to the account(s) designated in writing by the Sellers’ Representative at least one Business Day prior to such transfer.
Payment of Adjustment Amounts. If the Net Working Capital as of the Closing Date is greater than Eight Million Dollars and No Cents ($8,000,000) (the "Target Net Working Capital"), then Buyer and Seller shall, subject to resolution of Buyer's disputes according to Section 2.2.4 hereof, within ten (10) business days of Buyer's receipt of such computation by Seller's independent public accountants, jointly instruct the Working Capital Escrow Agent to release to Seller, by wire transfer, an amount equal to the Working Capital Escrow Amount, plus all accrued interest thereon. If the amount in the Working Capital Adjustment Escrow Account is insufficient to satisfy the amount by which the Net Working Capital, as computed, exceeds the Target Net Working Capital, then Buyer shall pay directly to Seller, on the same date as the amount in the Working Capital Adjustment Escrow Account is released pursuant to this Section 2.2.3, an amount equal to the Net Working Capital, as computed, less the Target Net Working Capital. If the Net Working Capital, as computed, as of the Closing Date is less than the Target Net Working Capital, then Buyer and Seller, within ten (10) business days of Buyer's receipt of such computation, shall jointly instruct the Working Capital Escrow Agent to release (i) to Buyer, by wire transfer, an amount equal to the difference between the Target Net Working Capital and the amount of Net Working Capital, as computed, as of the Closing Date, and (ii) to Seller, by wire transfer, any amount remaining in the Working Capital Adjustment Escrow Account after payment of the foregoing. If the amount in the Working Capital Adjustment Escrow Account is insufficient to satisfy the amount by which the Target Net Working Capital exceeds the Net Working Capital, as computed, then Seller shall pay directly to Buyer, on the same date as the amount in the Working Capital Adjustment Escrow Account is released pursuant to this Section 2.2.3, an amount equal to the Target Net Working Capital less the Net Working Capital, as computed.
Payment of Adjustment Amounts. If the Net Working Capital of the Business as of the Closing Date is greater than $6,200,000, then Buyer shall, within ten business days of such computation by Seller's independent public accountants, pay Seller, by wire transfer, an amount equal to the amount by which such Net Working Capital exceeds $6,200,000. If the Net Working Capital as of the Closing Date is less than $6,200,000, then Seller, within ten business days of such computation, shall pay Buyer, by wire transfer, an amount equal to the difference between $6,200,000 and the amount of Net Working Capital as of the Closing Date.
Payment of Adjustment Amounts. 45 5. COMMITMENT FEE AND OTHER FEES............................................................................ 45 5.1. Commitment Fee.................................................................................. 45 5.2. Arrangement Fee................................................................................. 45 5.3. Intentionally Left Blank........................................................................ 45 5.4. Administrative Agency Fee....................................................................... 45 5.5. Letter of Credit Fees........................................................................... 45
