Payment of the Closing Date Cash Consideration Adjustment Clause Samples

Payment of the Closing Date Cash Consideration Adjustment. If, consistent with the provisions of this Article IV, the adjustments to the Final Statement requires an adjustment to the Closing Date Cash Consideration in excess of $75,000 (the “Working Capital Deductible”), the Company, the Securityholders and Purchaser will make any payments or refunds, as the case may be, on a dollar-for-dollar basis with respect to the Closing Date Cash Consideration necessary to give effect to the provisions of Section 3.3(c) less the Working Capital Deductible within five Business Days of the adjustments to the Final Statement being deemed final pursuant to Section 4.2. If a decrease of the Closing Date Cash Consideration pursuant to Section 3.3(c) requires a refund to Purchaser, such payment will be made by wire transfer of immediately available funds from the Escrow Account to Purchaser. If an increase of the Closing Date Cash Consideration pursuant to Section 3.3(c) requires an additional payment to the Securityholders, such payments shall be made by wire transfer of immediately available funds by Purchaser to the applicable Securityholders in such amounts as are set forth in Section 3.1(b), Section 3.1(c), Section 3.1(d) and Section 3.1(e), as applicable, in each case, net of applicable withholding taxes.