Adjustment and Payment Sample Clauses

Adjustment and Payment. The Consideration shall be adjusted following Completion as follows: (a) If the Actual Net Debt is less than the Target Net Debt, then the amount of the Consideration shall be increased by an amount equal to the amount by which Actual Net Debt is less than Target Net Debt (the “Shortfall”) and: (i) the Purchaser shall pay to the Ordinary Shareholders (or to the Vendors’ Solicitors on their behalf) an amount equal to the Shortfall; and (ii) the parties shall procure, in accordance with Schedule 6, the payment of all of the Retained Amount from the Escrow Account to the Ordinary Shareholders subject to set-off in respect of Claims (if any) in accordance with Schedule 6; in each case such amounts to be paid to the Ordinary Shareholders pro-rata according to their respective Ordinary Pro-Rata Proportions. (b) If the Actual Net Debt is greater than the Target Net Debt, then the amount of the Consideration shall be reduced by an amount equal to the amount by which Actual Net Debt exceeds Target Net Debt (the “Excess”). (i) If the Excess is less than the Retained Amount, the parties shall procure, in accordance with the provisions of Schedule 6, the payment from the Escrow Account to the Purchaser of an amount equal to the Excess and, subject to set-off in respect of Claims (if any) in accordance with Schedule 6, the payment of the amount equating to the difference between the Retained Amount less the Excess to the Ordinary Shareholders pro-rata according to their respective Ordinary Pro-Rata Proportions. (ii) If the Excess is greater than the Retained Amount then, in addition to the payment of the Retained Amount from the Escrow Account to the Purchaser, each of the Vendors shall pay to the Purchaser its/his Ordinary Pro-Rata Proportion of the difference between the Retained Amount and the Excess by way of refund of Consideration. (c) Any payment to be made pursuant to this Clause 2.4 shall be by way of adjustment to the Consideration and shall be made within 7 Business Days of the determination of the Actual Net Debt.

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 ▇▇▇▇▇▇▇ Closing Net Working Capital is less than the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Closing Net Working Capital is greater than the ▇▇▇▇▇▇▇ 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. (i) if the 1999 Adjusted EBIT as finally determined pursuant to this Section 5.1 is less than $5,391,000, then the Note Portion shall not be ----------- adjusted and the Seller Notes issued at the Closing shall remain unchanged and in full force and effect in accordance with their terms; or (ii) if the 1999 Adjusted EBIT as finally determined pursuant to this Section 5.1 is greater than $5,391,000, then the Note Portion shall be ----------- increased pursuant to this Section 5.1(c)(ii) by six dollars ($6.00) for ------------------ each one dollar ($1.00) by which the 1999 Adjusted EBIT is greater than $5,391,000 (provided, however, that the Note Portion shall not in any event -------- ------- be increased by an amount greater than $3,654,000 (the "Maximum Aggregate ----------------- Note Portion Adjustment") and the Note Portion shall not in any event ----------------------- exceed an aggregate amount greater than $5,000,000), and the Purchaser shall issue and deliver to each Company a new Seller Note dated as of the Closing Date (with interest thereon calculated as of the Closing Date) reflecting such increased Note Portion against receipt from such Company of its original Seller Note issued at the Closing, for cancellation by the Purchaser.

Adjustment and Payment. To the extent Effective Date Working Capital is less than Audited Working Capital minus $100,000, ▇▇▇▇ shall pay to Purchaser such deficit amount as a reduction in Purchase Price. To the extent Effective Date Working Capital is greater than Audited Working Capital plus $100,000, Purchaser shall pay such excess to ▇▇▇▇ as additional Purchase Price. Any adjustment to the Purchase Price pursuant to this Section 1.4 shall be paid two business days after the date on which the Adjustment Report is delivered to ▇▇▇▇ and the Purchaser or, if no Dispute Notice is received by either party on or prior to the last day of the Review Period, then on the business day following the last day of the Review Period. Any such payment shall be made in cash or by wire transfer of immediately available funds to an account designated by the party to receive such payment. The Estimated Purchase Price as reduced or increased, if at all, pursuant to this Section 1.4(b) shall be deemed to be the Purchase Price of the Shares (the "Purchase Price").

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 "Final Adjustment Amount" shall mean an amount equal to the sum of (a) the excess, if any, of (i) the Target Equity over (ii) the Closing Equity plus (b) the Cash Shortfall, if any. The "Net Adjustment Amount" shall mean an amount equal to the excess, if any, of the Final Adjustment Amount over the Preliminary Adjustment Amount.

Adjustment and Payment. Upon a final determination of the amounts set forth in the Closing Statement pursuant to this Section 1.06, the Purchase Price shall be adjusted by an amount (the “Net Adjustment Amount”), which shall equal zero (0): (i) minus, the amount, if any, by which the Closing Transaction Expenses exceed the Estimated Closing Transaction Expenses; (ii) plus, the amount, if any, by which the Estimated Closing Transaction Expenses exceed the Closing Transaction Expenses; (iii) minus, the amount, if any, by which the Closing Indebtedness exceeds the Estimated Closing Indebtedness; (iv) plus, the amount, if any, by which the Estimated Closing Indebtedness exceeds the Closing Indebtedness; (v) minus, the amount, if any, by which the Estimated Closing Cash on Hand exceeds the Closing Cash on Hand; (vi) plus, the amount, if any, by which the Closing Cash on Hand exceeds the Estimated Closing Cash on Hand; (vii) minus, the amount, if any, by which the Estimated Closing Working Capital exceeds the Closing Working Capital; and (viii) plus, the amount, if any, by which the Closing Working Capital exceeds the Estimate Closing Working Capital.

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. For Completed Assets (a) As soon as reasonably practicable following the Closing and within five (5) Business Days of the Closing Date, the Seller shall engage the Auditor to conduct the closing audit (collectively with the closing audits in respect of the CIP Assets as provided in clause 3.3(d), the Closing Audits and, each, a Closing Audit) of the Group Companies holding the Completed Assets (and Star Entity, SYJ and the Target Company) as of the Closing Date on the basis of PRC GAAP and the standards, policies and practices set out in part B of Schedule 10, for the purpose of preparing the combined accounts of the the Group Companies holding the Completed Assets (and Star Entity, SYJ and the Target Company) as of the Closing Date. Within forty five (45) days after the Closing Date, the Seller shall, based on the Closing Audit and part B of Schedule 10, prepare and deliver to the Purchaser a draft statement (the Closing Statement) (together with calculations) which shall contain the following columns in the table in Section A of Part A (Payment Schedule) of Schedule 10 being completed: (i) “Final Purchase Price Based on Closing Audit” (ii) “Final Price Amount Should Be Paid by Purchaser Based on Closing Audit” (iii) “Price Amount to Be Further Paid by Purchaser Based on Closing Audit” For the avoidance of doubt, the amount equal to the sum of (i) the aggregate amounts set out in the column “Final Purchase Price Based on Closing Audit” of the table in Section A of Part A (Payment Schedule) of Schedule 10 and (ii) Holdback Amount of Fire Damage actually paid to the Seller shall be the final Purchase Price for Completed Assets (the Final Purchase Price for Completed Assets) after the Closing Statement becomes final and binding upon the Parties pursuant to clause 3.3(b) below. (b) Within fifteen (15) days after receipt of the draft Closing Statement, the Purchaser shall, after having consulted with KPMG, notify the Seller in writing whether or not it agrees with the draft Closing Statement and if, within such 15-day period, the Purchaser notifies its agreement with the draft Closing Statement or fails to give any notification, the draft Closing Statement shall be final and binding on the Parties. If the Purchaser notifies the Seller in writing within such 15-day period that it disagrees with the draft Closing Statement, the Seller (with the assistance of the Auditor) and the Purchaser (with the assistance of KPMG) shall discuss in good faith to agree on the ...

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. (b) Any payment pursuant to this Section 1.4 shall be made by wire transfer of immediately available funds to the account specified by the Seller or Buyer, as applicable, within ten Business Days after the Closing Net Working Capital has been determined pursuant to Section 1.3. The amount of any such payment shall also include interest on the amount of such excess from and including the Closing Date through but excluding the date on which such amount is paid at a rate per annum equal to the average over such period of the Federal funds discount rate as published in The Wall Street Journal.