Payment Upon Final Determination of Adjustments. (i) If the Adjustment Amount, as finally determined in accordance with Section 2.8(c), is less than the Estimated Adjustment Amount, then the Seller shall pay to the Buyer the amount of such difference (i.e., (A) the Estimated Adjustment Amount minus (B) the Adjustment Amount, as finally determined) by wire transfer of immediately available funds to an account designated by the Buyer, no later than five (5) Business Days after such determination.
Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) Buyer Group shall prepare a Post-Closing Payment Schedule with respect to an amount equal to the Negative Adjustment Amount and deliver such Post-Closing Payment Schedule to Sellers, and (y) no later than four (4) Business Days after receipt of such Post-Closing Payment Schedule and in accordance with the Post-Closing Payment Schedule, each Seller shall pay, or cause to be paid, to Buyer an amount equal to such Seller’s Pro Rata Portion of the Negative Adjustment Amount, by cash in immediately available funds.
Payment Upon Final Determination of Adjustments. (i) If (A) the Cash Purchase Price (calculated based on the items set forth on the Closing Date Schedule, as finally determined in accordance with Section 1.08), is less than (B) the Cash Purchase Price (as determined based upon the Consideration Certificate) (the positive amount of such difference, the “Closing Payment Shortfall”), then the Member shall, within three (3) Business Days following the final determination of matters in accordance with Section 1.08, pay the Closing Payment Shortfall to Holdco by wire transfer of immediately available funds.
Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Adjustment Amount is greater than (B) the Final Adjustment Amount (such difference between the Final Adjustment Amount and the Estimated Adjustment Amount, the “Negative Adjustment Amount”), then (x) the Shareholders’ Representative and Buyer shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to deliver an amount equal to the Negative Adjustment Amount (from dollar one) from the Working Capital Escrow Fund, to Buyer and (y) each Seller shall pay to Buyer within two (2) Business Days the applicable portion of the difference, if any, between the Negative Adjustment Amount and the Working Capital Escrow Fund.
Payment Upon Final Determination of Adjustments. After the Closing Net Working Capital Amount has been finally determined in accordance with Section 2.5(c) (the “Final Closing Net Working Capital Amount”), the Xxxxxxx Investment Amount shall be recalculated by substituting the Final Closing Net Working Capital Amount for the Estimated Net Working Capital Amount and, if a Modification Event has occurred, substituting the Modified Targeted Net Working Capital Amount for the Targeted Net Working Capital Amount (such recalculated amount, the “Adjusted Xxxxxxx Investment Amount”) and:
Payment Upon Final Determination of Adjustments. (a) The “Adjustment Amount” shall initially be zero and shall be increased or decreased as follows: (i) if the Closing Cash, as finally determined in accordance with Section 1.6, is less than the Estimated Closing Cash, then the Adjustment Amount shall be decreased, dollar for dollar, by the absolute value of such shortfall; (ii) if the Closing Cash, as finally determined in accordance with Section 1.6, is greater than the Estimated Closing Cash, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (iii) if the Closing Company Indebtedness, as finally determined in accordance with Section 1.6, is less than the Estimated Closing Company Indebtedness, then the Adjustment Amount shall be increased, dollar for dollar, by the absolute value of such shortfall; (iv) if the Closing Company Indebtedness, as finally determined in accordance with Section 1.6, is greater than the Estimated Closing Company Indebtedness, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (v) if the Company Transaction Expenses, as finally determined in accordance with Section 1.6, are less than the Estimated Company Transaction Expenses, then the Adjustment Amount shall be increased, dollar for dollar, by the absolute value of such shortfall; (vi) if the Company Transaction Expenses, as finally determined in accordance with Section 1.6, are greater than the Estimated Company Transaction Expenses, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (vii) if the Closing Net Working Capital Amount, as finally determined in accordance with Section 1.6, is less than the Estimated Net Working Capital Amount, then the Adjustment Amount shall be decreased, dollar for dollar, by the absolute value of such shortfall; and (viii) if the Closing Net Working Capital Amount, as
Payment Upon Final Determination of Adjustments. (i) If (A) (1) the sum of the Working Capital Surplus, if any, and the absolute amount, if any, by which Closing Cash is greater than zero, less (2) Company Debt, Seller Transaction Expenses, the absolute amount, if any, by which Closing Cash is less than zero, and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, is less than (B) (1) the sum of the Estimated Working Capital Surplus, if any, and the absolute amount, if any, by which Estimated Closing Cash is greater than zero, less (2) Estimated Company Debt, Estimated Seller Transaction Expenses, the absolute amount, if any, by which Estimated Closing Cash is less than zero, and Estimated Working Capital Deficiency, if any, as estimated in accordance with Section 2.2(b), then Xxxx and Buyer shall, promptly after the Closing Cash Adjusted Purchase Price is finally determined in accordance with this Section 2.2, issue joint written instructions to the Escrow Agent instructing the Escrow Agent to (x) release the amount of such deficiency (the “Overpayment Amount”) to Buyer solely from the Adjustment Escrow Amount and (y) release any remaining Adjustment Escrow Amount to Sellers as and when directed by Xxxx. If the Adjustment Escrow Amount is not sufficient to fund the Overpayment Amount in full, then Sellers or Xxxx shall pay by wire transfer in immediately available funds to an account designated by Buyer an amount equal to the Overpayment Amount minus the Adjustment Escrow Amount (the “Excess Amount”). If Sellers or Xxxx do not pay the Excess Amount directly to Buyer within 20 days after the Closing Cash Adjusted Purchase Price is finally determined pursuant to this Section 2.2(e), the Parties agree that the Escrow Agent shall disburse the Excess Amount to Buyer immediately following the delivery by Buyer of an instruction to the Escrow Agent instructing the Escrow Agent to release the Excess Amount from the Retention Escrow Account.
Payment Upon Final Determination of Adjustments. (i) If (A) the Estimated Net Working Capital Amount is greater than (B) the Closing Net Working Capital Amount, as finally determined in accordance with Section 3.2(c), by an amount greater than $1,000,000, then the Seller shall pay (or cause to be paid) to the Buyer, an amount equal to the difference between the Estimated Net Working Capital Amount and the Closing Net Working Capital Amount (from dollar one) (the “Seller Adjustment Payment”). For the avoidance of doubt, no payment shall be made by the Seller to the Buyer pursuant to this clause (i) in the event that such difference is not greater than $1,000,000.
Payment Upon Final Determination of Adjustments. (i) If (A) the sum of the Working Capital Surplus, if any, and Closing Cash less Company Debt, Seller Transaction Expenses and Working Capital Deficiency, if any, as finally determined in accordance with this Section 2.2, is less than (B) the sum of the Estimated Working Capital Surplus, if any, and Estimated Closing Cash less Estimated Company Debt, Estimated Seller Transaction Expenses and Estimated Working Capital Deficiency, if any, as set forth in the Initial Closing Statement, then the Seller Representative and Buyer shall promptly after the Adjusted Purchase Price is finally determined in accordance with this Section 2.2, issue joint written instructions to the Escrow Agent instructing the Escrow Agent to (x) release the amount of such deficiency to Buyer from the Escrow Funds and (y) release any remaining Escrow Funds to the Seller Representative or the Sellers and Additional Sellers as and when directed by the Seller Representative; provided that to the extent the amount of such deficiency exceeds the Escrow Funds, Sellers and Additional Sellers shall pay the amount by which such deficiency exceeds the Escrow Funds to the Buyer in accordance with each such Seller’s and Additional Seller’s Pro Rata Share (provided, that each PWP Seller will be jointly and severally liable for any such payment obligation of any other PWP Seller).
Payment Upon Final Determination of Adjustments. (i) If the Estimated Initial Consideration is more than the Initial Consideration, as finally determined in accordance with Section 3.2(c) (the amount of such deficit, the “Shortfall Payment”), then Purchaser shall be paid the amount of such discrepancy by wire transfer of immediately available funds not later than three (3) Business Days after such Determination from Seller.
