Common use of Downward Adjustment Clause in Contracts

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 1.07(b)) is less than the Target Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfall, and Seller shall pay or cause to be paid an amount in cash equal to such shortfall to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller. Any such payment is to be made within five (5) Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 1.07(b)) is less than the Target Estimated Net Working Capital, then the Initial Purchase Price will be adjusted downward by the amount of such shortfall, and Seller shall will pay or cause to be paid an amount in cash equal to such shortfall to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller. Any such payment is to be made within five (5) Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 1.07(b).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to this Section 1.07(b)1.6) is less than the Target Working CapitalCapital Estimate, then the Purchase Price will be adjusted downward by the amount of such shortfallshortfall (the “Downward Adjustment Amount”), and the Seller Representative, on behalf of the Sellers, shall pay or cause to be paid Purchaser an amount in cash equal to such shortfall to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller. Any such payment is to be made the Downward Adjustment Amount within five (5) Business Days of from the date on which the Final Working Capital is finally determined pursuant to this Section 1.07(b)1.6.

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 1.07(b2.05(c)) is less than the Target Estimated Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfallshortfall and the Seller Representative, on behalf of the Seller and Seller shall pay or cause to be paid an amount in cash equal to such shortfall to Purchaser the Selling Partners, will pay, by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser the Buyer, an amount in cash equal to Seller. Any such payment is shortfall to be made the Buyer within five three (53) Business Days of after the date on which the Final Working Capital is finally determined pursuant to Section 1.07(b2.05(c).

Downward Adjustment. If the Final Working Capital (as finally determined pursuant to Section 1.07(b2.9(b)) is less than the Target Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfallthe shortfall (the “Working Capital Shortfall”), and Seller shall pay or cause to be paid to Buyer an amount in cash equal to such shortfall to Purchaser the Working Capital Shortfall, by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser Buyer to Seller. Any such payment is to be made within five (5) Business Days of the date on which the Final Working Capital is finally determined pursuant to Section 1.07(b2.9(b).