Common use of Adjustment Payment Clause in Contracts

Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer shall pay to Agent, for the benefit of Sellers, by wire transfer of immediately available funds to an account designated by Agent, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash Consideration, or (ii) Sellers shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer and Sellers agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.

Adjustment Payment. Within three (3) Business Days after the calculation of Closing Date Net Worth and Closing Date Net Working Capital becomes final pursuant to Section 2.5(b) or (c): (i) Buyer Purchaser shall pay to Agent, for the benefit of SellersSeller, by wire transfer of immediately available funds to an account designated by AgentSeller, an amount equal to the amount, if any, by which the Final Purchase Price exceeds the Closing Cash ConsiderationPurchase Price, as adjusted for the Estimated Adjustment Amount, or (ii) Sellers Seller shall pay to BuyerPurchaser, by wire transfer of immediately available funds to an account designated by BuyerPurchaser, an amount equal to the sum of (A) an amount equal to the amount, if any, by which the Closing Cash Consideration Purchase Price, as adjusted by the Estimated Adjustment Amount, exceeds the Final Purchase Price, plus (B) an amount equal to the sum of the Unpaid Indebtedness, plus the Unpaid Transaction Expenses. The amount of the payment pursuant to clause (i) or clause (ii) of this Section 2.5(f) being referred to as the “Adjustment Payment”, in either case, (x) together with interest on the Adjustment Payment at the Applicable Rate from and including the Closing Date to, but excluding, the date of such payment and (y) giving effect to any amounts paid pursuant to Section 2.4(f2.4(g). As used in this Agreement, the term “Applicable Rate” means a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal “Money Rates” column. Buyer Purchaser and Sellers Seller agree that, unless otherwise required by Law, any payments made pursuant to this Section 2.5 shall be treated as an adjustment to the Final Purchase Price for all Tax purposes.