Adjustment Payment. If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Adjustment Payment. Within five (5) days of the date upon which the amount of each adjustment is finally determined pursuant to this Article IV, payments required thereby will be made by check or wire transfer payable to the appropriate party.
Adjustment Payment. If either Party’s Threshold NAND Capacity Ratio falls below ****.
Adjustment Payment. The Purchase Price shall be increased by the amount by which Closing Net Assets exceed (euro)126,865,000 (the "REFERENCE NET ASSETS"), and the Purchase Price shall be decreased by the amount by which Closing Net Assets are less than the Reference Net Assets (the Purchase Price, as so increased or decreased, being hereinafter called the "ADJUSTED PURCHASE PRICE"). Within 10 days after Closing Net Assets have been finally determined in accordance with Section 1.04(b), (i) if the Purchase Price is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, together with interest thereon at a rate of 3% per annum from the Closing Date to the date of payment, and (ii) if the Purchase Price is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, together with interest thereon at a rate of 3% per annum from the Closing Date to the date of payment. Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.
Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c), then:
Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer shall pay to Agent, for the benefit of Sellers, by wire transfer of immediately available funds to an account designated by Agent, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash Consideration, or (ii) Sellers shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer and Sellers agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.
Adjustment Payment. If as a result of the final determination of the Adjusted Purchase Price pursuant to this Section 1.05: (i) the Adjusted Purchase Price as finally determined pursuant to this Section 1.05 exceeds the Estimated Adjusted Purchase Price, then within five (5) Business Days after the date of the final determination of the Adjusted Purchase Price, (A) Buyer shall pay to Seller the amount of such excess by wire transfer of immediately available funds to an account or accounts designated in writing by Seller and (B) Buyer and Seller will jointly instruct the Escrow Agent to disburse to Seller, out of the Purchase Price Adjustment/Special Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to $500,000; or (ii) the Adjusted Purchase Price as finally determined pursuant to this Section 1.05 is less than the Estimated Adjusted Purchase Price, within five (5) Business Days after the date of the final determination of the Adjusted Purchase Price, Buyer and Seller will jointly instruct the Escrow Agent to (A) disburse to Buyer, out of the Purchase Price Adjustment/Special Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to such shortfall (the “Purchase Price Adjustment Shortfall”) and (B) if the Purchase Price Adjustment Shortfall is less than $500,000, disburse to Seller, out of the Purchase Price Adjustment/Special Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to $500,000 minus the Purchase Price Adjustment Shortfall. Seller shall not have any liability for any amounts due pursuant to this Section 1.05(e)(ii) except to the extent of the funds available in the Escrow Accounts. A payment by Buyer or Seller under this Section 1.05(e) will be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. 6 Section 1.06
Adjustment Payment. No later than the fifth (5th) Business Day after final determination of the Closing Inventory Value in accordance with this Section 2.3:
Adjustment Payment. The Purchase Price shall be increased by the amount by which Closing Inventory exceeds $6,500,000 (the “Target Inventory”) by more than $100,000, and the Purchase Price shall be decreased by the amount by which Closing Inventory is less than the Target Inventory by more than $100,000 (the Purchase Price as so increased or decreased being hereinafter called the “Adjusted Purchase Price”). Within 10 days after the Statement has become final and binding in accordance with Section 2.03(b), (i) if the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall pay to Seller an amount equal to such difference, plus simple interest thereon at a rate of 3% per annum from the Closing Date to the date payment is made in full, and (ii) if the Closing Date Payment is greater than the Adjusted Purchase Price, Seller shall pay to Purchaser an amount equal to such difference, plus simple interest thereon at a rate of 3% per annum from the Closing Date to the date payment is made in full (the Closing Date Payment as so increased or decreased being hereinafter called the “Final Purchase Price”). Any such payment hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.
Adjustment Payment. (i) Upon the determination of the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA in accordance with this Section 3.2, the Purchase Price will be recalculated using the Final Net Book Value, the Final Rimage Sub Cash and Final EBITDA in lieu of the Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA used in the calculation of the Purchase Price payable at Closing. For the avoidance of doubt, for purposes of determining the Final Rimage Sub Cash, it shall not exceed the Maximum Rimage Sub Cash.
