Common use of Adjustment and Payment Clause in Contracts

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.