Adjustment and Payment. Effective upon the end of the Review ---------------------- Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Initial Purchase Price shall be reduced by the amount, if any, by which the Closing Net Worth is less than $0, or increased by the amount, if any, by which the Closing Net Worth is greater than $0. Any adjustment to the Initial Purchase Price pursuant to this Section 3 shall be paid by the Purchaser or the Sellers, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or five business days after the date on which the Adjustment Report has been received by the Sellers and the Purchaser (if a timely Dispute Notice is delivered). Any such payment shall be made by wire transfer of immediately available funds to the account or accounts designated by the Sellers or the Purchaser, as the case may be, at least two business days prior to the date on which such payment is scheduled to be made. "Purchase Price" shall mean the Initial Purchase Price, as adjusted pursuant to this Section 3.
Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Final Adjustment Amount shall be determined. The “Final Adjustment Amount” shall mean an amount equal to the sum of (i) the difference, expressed as a positive or negative number, as the case may be, between (A) the Working Capital Adjustment Amount and (B) the Preliminary Adjustment Amount, plus (ii) the difference, expressed as a positive or negative number, as the case may be, between (A) the Pension Underfunding, and (B) the Estimated Pension Underfunding. Within two Business Days of the determination of the Final Adjustment Amount, (x) if the Final Adjustment Amount is positive, the amount of the Final Adjustment Amount will be released by the Escrow Agent to the Parent, and (y) if the Final Adjustment Amount is negative, an amount equal to the absolute value of the Final Adjustment Amount will be paid by the Parent to the Representative. The Parent’s and the Representative’s sole and exclusive recourse for any amounts due under this Section 2.8 shall be limited to the collection of any amounts held in the Escrow Funds in accordance with the terms of the Escrow Agreement.
Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered) (the amount of the Purchase Price as of the end of the Review Period or as of the resolution of all matters, as the case may be, reflecting any adjustment to the amount of Closing Working Capital resulting therefrom, the “Final Purchase Price”; and all references herein to the Purchase Price shall be deemed to refer to the Final Purchase Price from and after such time), the Purchase Price payable as provided in Section 2.1 shall be reduced by the amount, if any, by which the Final Purchase Price is less than the Estimated Purchase Price, or increased by the amount, if any, by which the Final Purchase Price is greater than the Estimated Purchase Price. Any adjustment to the Purchase Price pursuant to this Section 3.4 shall be paid by the Buyer or the Seller, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or on the fifth business day following either the date on which the Adjustment Report has been received by the Seller and the Buyer (if a timely Dispute Notice is delivered) or the date on which the parties otherwise resolve all matters in respect of a Dispute Notice. Any such payment shall be made by wire transfer of immediately available funds to the account or accounts of the Seller or the Buyer, as the case may be, designated at least two business days prior to the date on which such payment is scheduled to be made, in each case together with interest thereon calculated at the prime rate published in the Wall Street Journal on the Closing Date plus 3.50 per annum from the Closing Date.
Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Cash Purchase Price shall be reduced by the amount, if any, by which the Closing Controllable Net Assets is less than (pound) 92,400,000, or increased by the amount, if any, by which the Closing Controllable Net Assets is greater than (pound) 92,400,000. Any adjustment to the Cash Purchase Price pursuant to this Section 1.3 shall be paid by the Buyer or the Seller, as the case may be, on the fifth business day following the end of the Review Period (if a timely Dispute Notice is not delivered), or five business days after the date on which the Adjustment Report has been received by the Seller and the Buyer (if a timely Dispute Notice is delivered). Any such payment shall be made by wire transfer of immediately available funds to the account or accounts of the Seller or the Buyer, as the case may be, such account or accounts designated in accordance with the notice provisions of Section 13.2 at least two business days prior to the date on which such payment is scheduled to be made and shall be increased by interest from the Closing Date to and including the date of payment calculated at 1% plus The Chase Manhattan Bank prime rate. Any purchase price adjustment paid in accordance with this Section 1.3 shall result in a corresponding adjustment to the allocation set forth on Annex D.
Adjustment and Payment. (a) If Closing Net Working Capital exceeds Base Net Working Capital, the Buyer shall pay the amount of such excess to the Seller. If Base Net Working Capital exceeds Closing Net Working Capital, the Seller will pay the amount of such excess to the Buyer.
Adjustment and Payment. (a) Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Final Adjustment Amount and the Net Adjustment Amount shall be determined. The "
Adjustment and Payment. Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Purchase Price shall be reduced by (i) the amount, if any, by which the Xxxxxxx Closing Net Working Capital is less than the Xxxxxxx Projected Net Working Capital and (ii) the amount, if any, by which the Granutec Closing Net Working Capital is less than the Granutec Projected Net Working Capital, or increased by (A) the amount, if any, by which the Xxxxxxx Closing Net Working Capital is greater than the Xxxxxxx Projected Net Working Capital and (B) the amount, if any, by which the Granutec Closing Net Working Capital is greater than the Granutec Projected Net Working Capital. Any payments to be made to the Buyers or the Sellers pursuant to this Section 2.2(d) shall be made within five days of the end of the Review Period (if a timely Dispute Notice is not delivered) or upon the resolution of all matters set forth in the Dispute Notice by agreement of the parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered) by wire transfer of immediately available funds to the account or accounts of the Buyers or the Sellers, as the case may be, such account or accounts to be designated by a fax at least two Business Days prior to the date on which such payment is scheduled to be made.
Adjustment and Payment. Adjustments and payments based on the final Adjusted Net Asset Value shall be made pursuant to this Section 1.5 and such payments required hereunder will bear interest at a rate of 8%, compounded monthly, from the date of Closing to the date of payment.
Adjustment and Payment. To the extent Closing Working Capital is less than $13,075,500, the Original Principal Amount of the Note shall automatically be deemed to have been reduced by such deficit as of the Closing Date. In the event such deficit is greater than the Original Principal Amount such additional amount shall be promptly paid by XXXX to Purchaser in cash. To the extent Closing Working Capital is greater than $13,100,500, the Original Principal Amount of the Note shall automatically be deemed to have been increased by such excess as of the Closing Date. Any such reduction or increase in the Original Principal Amount is herein referred to as the "Principal Amount Adjustment." Any portion of the Principal Amount Adjustment to be paid in cash, shall be made by wire transfer of immediately available funds to an account designated by Purchaser.
