Payments on Account of Adjustments. (a) If the Adjusted Purchase Price is less than the Base Purchase Price, the difference together with interest thereon at the rate of 8% per annum from the Closing Date to the payment of such difference, shall be paid to the Buyer immediately upon the expiration of the 45-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution, in accordance with Section 11 hereof, of any dispute in connection with the determination of the Adjusted Purchase Price.
Payments on Account of Adjustments. In the event (i) the Adjusted Merger Consideration is greater than (ii) the sum of the Preliminary Merger Consideration and the Aggregate Escrow Fund, the Buyer shall pay the difference to the Company Shareholders upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon notification by the Buyer to the Shareholders' Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Merger Consideration. In the event (i) the Adjusted Merger Consideration is less than (ii) the sum of the Preliminary Merger Consideration and the Aggregate Escrow Fund, the Company Shareholders shall pay the difference to the Buyer upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon notification by the Buyer to the Shareholders' Representative that no Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Merger Consideration. Any amounts payable to the Buyer pursuant to this Section 1.9 shall be promptly paid solely from the Escrow Fund. Any amounts payable to the Company Shareholders pursuant to this Section 1.9 shall be promptly deposited with the Exchange Agent for distribution by the Exchange Agent to the Company Shareholders.
Payments on Account of Adjustments. 15 1.10 Shareholders' Representative.................... 15 1.11 Escrow.......................................... 17 1.12 Articles of Incorporation and By-laws........... 18 1.13
Payments on Account of Adjustments. The difference, if any, ---------------------------------- between the Adjusted Base Purchase Price and the Preliminary Base Purchase Price shall be paid by (a) a payment from the Escrow Fund to the Buyer, in the case of a deficiency pursuant to Section 1.10(h)(i) hereof, and (b) the payment by the Buyer of (i) 12.5% of the amount of such surplus to the Escrow Fund and (ii) 87.5% of the amount of such surplus to the Representatives, for distribution to the Selling Shareholders and the Option Holders, in the case of a surplus pursuant to Section 1.10(h)(iii) hereof. Any such payment shall be made immediately upon the expiration of the 30-day period for giving the Representatives Dispute Notice, if no Representatives Dispute Notice is given, or upon notification by the Representatives that no Representatives Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Base Purchase Price.
Payments on Account of Adjustments. Immediately upon the expiration of the 30-day period for giving the Seller Dispute Notice, if no Seller Dispute Notice is given, or upon notification by Seller to Buyer that no Seller Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Consideration, (a) Seller shall pay to Buyer the amount (if any) by which the Adjusted Consideration (as finally determined in accordance with Section 3.2(f) above) is less than the Preliminary Consideration, or (b) Buyer shall pay to Seller the amount (if any) by which the Adjusted Consideration exceeds the Preliminary Consideration. Any payment under this Section 3.3 shall be made by wire transfer of immediately available funds to the account designated for such purpose by the recipient of such funds.
Payments on Account of Adjustments. In the case of a Downward Adjustment, ATS and the Shareholders’ Representative shall promptly direct the Escrow Agent to pay the Downward Adjustment Amount to ATS from the Escrow (as defined in Section 3.3(a)) in accordance with the terms of the Escrow Agreement (as defined in Section 3.3(a)). In the case of an Upward Adjustment, ATS shall immediately pay the Upward Adjustment Amount in cash to Shareholders’ Representative, and such additional amount, if any, shall be deemed to be part of the Payment Fund and, along with the Escrow, subject to distributions by the Shareholders’ Representative pursuant to the Exchange Agreement.
Payments on Account of Adjustments. If the Final Net Working Capital is less than the Closing Date Net Working Capital, then the Escrow Agent shall pay the difference to Purchaser from the Working Capital Escrow Amount in accordance with the terms of the Escrow Agreement. If the amount of the difference between the Final Working Capital and the Closing Date Net Working Capital exceeds the Working Capital Escrow Amount, then Seller shall immediately pay such additional amount in cash to Purchaser.
Payments on Account of Adjustments. Any repayment by the Company to the Buyers, shall be paid to the Buyers (or Parent, as directed by Parent, at its sole discretion) within five Business Days in cash by wire transfer of immediate available funds .
Payments on Account of Adjustments. The difference, if any, between the Adjusted Base Purchase Price and the Preliminary Base Purchase Price shall be paid by wire transfer (a) from the Escrow Fund, by instructions provided by the Acquiror and the Stockholders’ Representative to the Escrow Agent, in the case of a deficiency pursuant to Section 2.10(h)(i) hereof, and (b) by the Acquiror to the Stockholders’ Representative, for distribution to the Sellers, in the case of a surplus pursuant to Section 2.10(h)(ii) hereof, in each case immediately upon the expiration of the 45-day period for giving the Stockholders’ Representative’s Dispute Notice, if no Stockholders’ Representative’s Dispute Notice is given, or upon notification by the Stockholders’ Representative that no Stockholders’ Representative’s Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Base Purchase Price.
Payments on Account of Adjustments. (a) (i) In the event that the Adjusted Purchase Price is less than the Base Purchase Price, the difference between the Adjusted Purchase Price and the Base Purchase Price shall be paid to Open Solutions from the Reserve Account immediately upon the expiration of the 30-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon final resolution of any dispute in connection with the determination of the Adjusted Purchase Price.
