Common use of Adjustment and Payment Clause in Contracts

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. The Consideration 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 amount of the Purchase Price as of the end of the Review Period or as of the resolution of all matters, as the case may be, reflecting any adjustment to the amount of Closing Working Capital resulting therefrom, the “Final Purchase Price”; and all references herein to the Purchase Price shall be adjusted following Completion deemed to refer to the Final Purchase Price from and after such time), the Purchase Price payable as follows: (a) If provided in Section 2.1 shall be reduced by the Actual Net Debt amount, if any, by which the Final Purchase Price is less than the Target Net DebtEstimated Purchase Price, then the amount of the Consideration shall be or increased by an amount equal to the amount amount, if any, 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 Final Purchase Price is greater than the Target Net DebtEstimated Purchase Price. Any adjustment to the Purchase Price pursuant to this Section 3.4 shall be paid by the Buyer or the Seller, then as the amount case may be, on the fifth business day following the end of the Consideration shall be reduced Review Period (if a timely Dispute Notice is not delivered), or on the fifth business day following either the date on which the Adjustment Report has been received by an amount equal to the amount by Seller and the Buyer (if a timely Dispute Notice is delivered) or the date on 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 otherwise resolve all matters in respect of Claims (if any) in accordance with Schedule 6, the a Dispute Notice. Any such 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 by wire transfer of immediately available funds to the account or accounts of the determination of Seller or the Actual Net DebtBuyer, as the case may be, designated at least two business days prior to the date on which such payment is scheduled to be made, in each case together with interest thereon calculated at the prime rate published in the Wall Street Journal on the Closing Date plus 3.50 per annum from the Closing Date.