Common use of Adjustment Payments Clause in Contracts

Adjustment Payments. The Closing Prorations and the Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing Prorations, the Purchase Price shall be increased (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”). (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Price, Buyer shall pay to Seller an amount equal to the Adjustment Amount (without interest) and (B) if the Adjustment Amount results in a decrease to the Purchase Price, Seller shall disburse to Buyer an amount equal to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such date.

Adjustment Payments. The Closing Prorations and Within five (5) Business Days following the Purchase Price shall be recalculated using such finally determined amounts in lieu determination of the estimates of such amounts used applicable Final Amounts Schedule in the calculation of the Purchase Price payable at Closing.accordance with this Section 2.07: (i) With to the extent that there is an Initial Closing Amounts Deficit, Interim Closing Amounts Deficit or Final Closing Amounts Deficit, the Sellers shall pay to the Buyer in cash an amount equal to such Initial Closing Amounts Deficit, Interim Closing Amounts Deficit or Final Closing Amounts Deficit, as applicable, by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to Accrued Leave Liabilitysuch Initial Closing Amounts Deficit, Net Book Value of Designated Excluded Assets and Interim Closing ProrationsAmounts Deficit or Final Closing Amounts Deficit, the Purchase Price shall be increased (in as the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”).may be; (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Priceextent that there is an Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, the Buyer shall pay to Seller the Sellers in cash an amount equal to such Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, as applicable, by wire transfer of immediately available funds to an account designated by the Adjustment Amount Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to such Initial Closing Amounts Surplus, Interim Closing Amounts Surplus or Final Closing Amounts Surplus, as the case may be; and (without interestiii) and (Bany payment made pursuant to this Section 2.07(e) if shall include an additional amount of interest on the Adjustment Amount results in amount so remitted at a decrease to the Purchase Price, Seller shall disburse to Buyer an amount rate per annum equal to the Adjustment Amount (without interest). In additionSix-Month Treasury Rate, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller which additional amount of interest shall pay Buyer accrue from and after the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such datefirst calendar day after the applicable Closing Date until the date of payment.

Adjustment Payments. The Closing Prorations and the Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing Prorations, If the Purchase Price shall be increased (in the case of an aggregate Adjustment Amount is a positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 number (such net amount, the “Adjustment Increase Amount”), then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date: (A) the Purchaser shall pay to the Distribution Agent the Increase Amount, as finally determined, together with interest thereon from the Closing Date to the date of payment at the prime rate of interest published in the “Money Rates” column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date (the “Prime Rate”); and (B) the Parties shall cause the Escrow Agent to pay to the Distribution Agent the full Working Capital Escrow Amount, together with interest thereon from the Closing Date to the date of payment at the Prime Rate. Any cash payment of the Increase Amount shall be paid in cash by wire transfer of immediately available funds to the bank account(s) designated in writing by the Distribution Agent. (ii) No later than If the Adjustment Amount is a negative number (the absolute value of such amount, the “Deficit Amount”), then, promptly following the Determination Date, and in any event within two five (25) Business Days after the determination of the Adjustment Amount, Determination Date: (A) if the Adjustment Amount results in an increase Parties shall cause the Escrow Agent to pay to the Purchase PricePurchaser, Buyer on its own behalf and in its capacity as agent for the Designated Purchasers and EMEA Designated Purchasers, the lesser of (x) the Deficit Amount, as finally determined, together with interest thereon from the Closing Date to the date of payment at the Prime Rate, and (y) the Working Capital Escrow Amount; (B) in the event that the Deficit Amount exceeds the Working Capital Escrow Amount, the Sellers shall cause the Distribution Agent to pay to Seller the Purchaser, on its own behalf and in its capacity as agent for the Designated Purchasers and EMEA Designated Purchasers, an amount equal to the Adjustment Amount (without interest) and (B) if amount by which the Adjustment Amount results in a decrease Deficit Amount, as finally determined, together with the interest thereon from the Closing Date to the Purchase Pricedate of payment at the Prime Rate, Seller shall disburse to Buyer an amount equal exceeds the Working Capital Escrow Amount; and (C) to the Adjustment extent that there is any Working Capital Escrow Amount (without interest)remaining after payment of the Deficit Amount, such amount shall be returned to the Distribution Agent in accordance with the terms of the Escrow Agreement. In additionAny cash payment of the Deficit Amount shall be paid in cash by wire transfer of immediately available funds to the bank account(s) designated in writing by the Purchaser or the Distribution Agent, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such dateas applicable.

Adjustment Payments. A. At intervals of five (5) years, unless otherwise mutually agreed by the parties, an actual inventory of Joint Poles shall be made by representatives of the parties (the "Actual Inventory"). At the request of either party, an Actual Inventory shall be initiated within a year of the Effective Date and be promptly completed as the parties may more particularly agree. For the purpose of such Actual Inventory, any pole used by the Licensee for the sole purpose of attaching wires or cables thereto shall be considered a Joint Pole. Each Outside Party shall pay a prorated share of the cost of performing the Actual Inventory, based on the number of poles to which each Licensee has Attachments on Electric Utility’s poles. B. For a year in which there is no Actual Inventory, the number of Joint Poles used in calculating the adjustment payments provided for herein shall be based on the previous inventory plus any subsequent Permits submitted by the Licensee. C. For a year for which there is an Actual Inventory, the adjustment payments provided for herein shall be based on the Actual Inventory; but there shall also be the adjustment provided for in ARTICLE XII.D. below. D. For a year for which there is an Actual Inventory, the following adjustment shall be made: 1. The Closing Prorations difference between the number of Joint Poles found by the Actual Inventory for the year in question and the Purchase Price number of Joint Poles currently being billed, whenever conducted, including any Actual Inventory conducted prior to the Effective Date of this Agreement, shall be recalculated using prorated evenly based on the assumption that such finally determined amounts poles were added evenly over the years between the Actual Inventories in lieu order to calculate, on the basis of such proration, a prorated number of poles for each year between the year of the estimates of such amounts used in previous Actual Inventory and the calculation year of the Purchase Price payable at Closingpresent Actual Inventory. (i) With respect 2. If the adjustment payment so calculated pursuant to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing Prorationsthis section is greater than the adjustment payment that was actually made, the Purchase Price difference shall be increased (in the case of constitute an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis additional amount owed by the aggregate amount, Licensee to Electric Utility; if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amountless, the “Adjustment Amount”). (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in difference shall constitute an increase amount owed by Electric Utility or a credit to the Purchase Price, Buyer shall pay to Seller an amount equal to the Adjustment Amount (without interest) and (B) if the Adjustment Amount results in a decrease to the Purchase Price, Seller shall disburse to Buyer an amount equal to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such dateLicensee.

Adjustment Payments. The Closing Prorations and the Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave LiabilityIf the Adjustment Amount, Net Book Value of Designated Excluded Assets and Closing Prorations, the Purchase Price shall be increased as finally determined under Section 2.3(c) (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Final Adjustment Amount”), exceeds the Estimated Adjustment Amount (the amount of any such excess, the “Positive Excess Amount”), then within five (5) Business Days after the final determination of the Final Adjustment Amount, Buyers shall pay to UAC (or its designee), for further distribution to the other Sellers (if applicable), an amount equal to the Positive Excess Amount, and Buyers and UAC shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Net Working Capital Escrow Account to UAC (for further distribution to the Sellers) an amount equal to the Net Working Capital Escrow Amount. (ii) No later than If the Estimated Adjustment Amount exceeds the Final Adjustment Amount (the amount of any such excess, the “Negative Excess Amount”), then within two five (25) Business Days after the final determination of the Adjustment Amount, (A) if the Final Adjustment Amount results in an increase accordance with Section 2.3(c), Astrana and UAC shall execute joint written instructions to the Purchase Price, Buyer shall pay Escrow Agent instructing the Escrow Agent to Seller release from the Net Working Capital Escrow Account to Astrana for further distribution to APT (if applicable) an amount equal to the Adjustment Negative Excess Amount (without interest) and (B) if the Adjustment Amount results in up to a decrease to the Purchase Price, Seller shall disburse to Buyer an maximum amount equal to the Adjustment Net Working Capital Escrow Amount, and in the event that the Negative Excess Amount (without interest). In additionis more than the Net Working Capital Escrow Amount, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller UAC shall pay Buyer to Astrana for further distribution to APT (if applicable) an aggregate amount equal to the difference on absolute value of such dateNegative Excess Amount less the Net Working Capital Escrow Amount. If after the payment of any such Negative Excess Amount there remains any portion of the Net Working Capital Escrow Account, then Astrana and UAC shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to release the remaining portion of the Net Working Capital Escrow Account to UAC for further distribution to the other Sellers (if a positive number, Buyer shall pay Seller such difference on such dateapplicable).

Adjustment Payments. ‌ A. The Closing Prorations Initial Inventory shall commence within one year of the Effective Date of the Agreement. Additionally, not more often than once every five (5) years, unless otherwise mutually agreed by the parties, subsequent inventories of Attachments shall be made by representatives of the parties to determine the number of Licensee’s Attachments to SLECA Poles. SLECA shall provide six (6) months advance written notice of any such inventory describing the scope of the Actual Inventory so that Licensee may plan and budget for such Actual Inventory. B. Unless prevented by the provisions of a third party agreement, Actual Inventories shall include all Outside Parties attached to SLECA’s Poles. Where multiple Outside Parties are included in the inventory, all participating Outside Parties shall incur a prorated share of the cost of making the Actual Inventory. For a year in which there is no Actual Inventory, the number of Licensee’s Attachments used in calculating the Adjustment Payments shall be based on the number of new Licensee Attachments which Licensee has placed during the year, in addition to the number of Licensee Attachments for which Licensee was charged Adjustment Payments in the previous year, less any removals reported by Licensee. Licensee shall also be invoiced for the rent due for the prior year’s “initial Attachments” under an Appendix A as a one-time charge. In addition to Appendix A Attachments, the Licensee will either report on a quarterly basis the number of Attachments installed that are not subject to Appendix A, or the Licensee and SLECA may agree to use a Specified Percentage adjustment in the number of Licensee’s Attachments. The “Specified Percentage” shall be 102% annually until the next Actual Inventory. After each Actual Inventory, beginning with the next Actual Inventory, the Specified Percentage shall be the average yearly percentage increase during the years since the previous Actual Inventory. The Specified Percentage will be used solely to adjust for “service” type Attachments where Appendix A is not required by the terms of this contract. C. For a year for which there is an Actual Inventory, the Adjustment Payments provided for herein shall be based on the Actual Inventory; but there shall also be the adjustment provided for in the next section. D. For a year for which there is an Actual Inventory, the following adjustment shall be made: 1. The difference between the number of Licensee Attachments found by the Actual Inventory for the year in question and the Purchase Price number of Attachments for which Licensee was most recently invoiced for Adjustment Payments, shall be recalculated using prorated evenly based on the assumption that such finally determined amounts Licensee Attachments were added evenly over the period since the last Actual Inventory, as provided in lieu the Adjustment Chart below. 2. If the number of Licensee Attachments in the previous annual rental invoice is greater than the number of Joint Poles found by the Actual Inventory, then Licensee shall be entitled to a pro-rata refund from SLECA or a credit to the Licensee. E. The applicable computation of payments and calculations as above provided shall be made on or about December 1st of each year for the next year’s Adjustment Payments, each party acting in cooperation with the other. F. The Pole Attachment Rental Fee per Attachment due from Licensee to Owner shall be calculated annually in accordance with the Louisiana Public Service Commission General Order. The undisputed Adjustment Payment herein provided shall be paid within forty five (45) days after Licensee’s receipt of the estimates of such amounts used in the calculation of the Purchase Price payable at Closinginvoice. (i) With respect to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing Prorations, the Purchase Price shall be increased (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”). (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Price, Buyer shall pay to Seller an amount equal to the Adjustment Amount (without interest) and (B) if the Adjustment Amount results in a decrease to the Purchase Price, Seller shall disburse to Buyer an amount equal to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such date.

Adjustment Payments. The Closing Prorations (a) Prior to or promptly following the date of this Agreement, Seller has invoiced or will invoice, as the case may be, certain customers under Contracts relating to the Business for maintenance and support services to be provided on an annual basis after the date of such invoice (the “Outstanding Invoices”). Schedule 4.2 lists such customers and the Purchase Price shall be recalculated using corresponding Outstanding Invoice amounts and renewal periods to which such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at ClosingOutstanding Invoices relate. (i) With respect The parties acknowledge and agree that if an Outstanding Invoice is paid after the date of this Agreement and prior to Accrued Leave Liabilitythe Closing Date (the “Collected Invoice Amount”), Net Book Value Purchaser is entitled to receive 11/12ths of Designated Excluded Assets the Collected Invoice Amount, if the Closing Date occurs on or before February 14, 2020, and 10/12ths of the Collected Invoice Amount, if the Closing ProrationsDate occurs on or after February 15, 2020 (“Purchaser’s Share of Collected Invoice Amounts”). At least three business days prior to the Closing Date, Seller shall deliver a certificate, signed by the chief financial officer of Seller, setting forth, with supporting detail, the Purchase Price shall be increased Collected Invoice Amounts (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment AmountCollected Invoice Amount Certificate”). (ii) No later than within two (2) Business Days The parties further acknowledge and agree that if an Outstanding Invoice is paid after the determination Closing Date, such payment may be made by the customer to Purchaser or Seller, depending upon the timing of the Adjustment Amountpayment and the notice of the Closing to such customer. Accordingly, (A) Purchaser and Seller agree that for any Outstanding Invoice payments received after the Closing Date, they will remit to each other such amounts as are necessary to result in Purchaser receiving 11/12ths of the Outstanding Invoice payments if the Adjustment Amount results in an increase Closing Date occurs on or before February 14, 2020, and 10/12ths of the Outstanding Invoice payments if the Closing Date occurs on or after February 15, 2020. (b) Notwithstanding the foregoing, if, after the date of this Agreement and prior to the Purchase PriceClosing, Buyer shall pay to Seller an amount equal issues additional invoices for maintenance and support services related to the Adjustment Amount (without interest) and (B) if Business that are to be provided after the Adjustment Amount results in a decrease Closing, Purchaser shall be entitled to receive 100% of the Purchase Price, Seller shall disburse payments made with respect to Buyer an amount equal to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such dateinvoices.

Adjustment Payments. The Upon the determination, in accordance with this Section 2.9, of the Closing Prorations Working Capital, the Closing Indebtedness, and the Closing Transaction Expenses, the Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave LiabilityClosing Working Capital, Net Book Value of Designated Excluded Assets Closing Indebtedness and Closing ProrationsTransaction Expenses, the Purchase Price shall be increased (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by subtracting each of (A) subtracting the Estimated Accrued Leave Liability Closing Working Capital from the Accrued Leave LiabilityClosing Working Capital, (B) subtracting the Closing Indebtedness from the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets Closing Indebtedness, and (C) adding the Closing Prorations if Transaction Expenses from the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of BuyerEstimated Transaction Expenses, and adding together the amounts calculated in each of the foregoing (A), (B) ), and (C) to reach a final net amount owing under this Section 2.08 2.9 (such net amount, the “Adjustment Amount”). (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Price, (1) Buyer and Seller shall jointly instruct the Escrow Agent to release the Adjustment Escrow Amount (including any interest accrued thereon) to Seller by wire transfer of immediately available funds to the account designated by Seller and (2) Buyer shall pay to Seller an amount equal to the positive difference between the Adjustment Amount (without interest) and the Adjustment Escrow Amount, (B) if the Adjustment Amount results in a decrease to the Purchase Price, Buyer and Seller shall disburse jointly instruct the Escrow Agent to release to Buyer an amount equal to the Adjustment Amount by wire transfer of immediately available funds to the account designated by Seller, provided, however, that (without interest). In addition, x) if Estimated Transferred Cash minus Transferred Cash is a negative numberthe Adjustment Amount payable pursuant to clause (B) of this Section 2.9(c)(ii) exceeds the Adjustment Escrow Amount, Seller shall pay to Buyer an amount equal to the difference on between such dateAdjustment Amount and the Adjustment Escrow Amount, and (y) if a positive numberthe Adjustment Amount payable pursuant to clause (B) of this Section 2.9(c)(ii) is less than the Adjustment Escrow Amount, Buyer and Seller shall pay jointly instruct the Escrow Agent to release to Seller such difference on such datethe remaining amount in the Escrow Account (after giving effect to the disbursement of the Adjustment Amount to Buyer) (including any interest accrued thereon) by wire transfer of immediately available funds to the account designated by Seller, and (C) if the Adjustment Amount is zero, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller the Adjustment Escrow Amount (including any interest accrued thereon) by wire transfer of immediately available funds to the account designated by Seller.

Adjustment Payments. The (a) In the event that the Final Working Capital Amount is greater than the Target Working Capital Amount, such excess is referred to herein as the “Excess Working Capital Amount.” (b) In the event that the Final Working Capital Amount is less than the Target Working Capital Amount, the amount equal to the Target Working Capital Amount minus the Final Working Capital Amount is referred to herein as the “Working Capital Deficiency.” (c) If there is a Working Capital Deficiency and it is less than the Closing Prorations and Payment Holdback Amount, the Purchase Price shall be recalculated using such finally determined amounts in lieu of Buyer shall, on or prior to the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. Working Capital Adjustment Payment Date, pay an amount equal: (i) With respect to Accrued Leave Liabilitythe Closing Payment Holdback Amount minus the Working Capital Deficiency, Net Book Value of Designated Excluded Assets and plus (ii) an amount equal to interest thereon at the rate published in The Wall Street Journal from time to time as the “prime rate” for the period from the Closing ProrationsDate through the Working Capital Adjustment Payment Date, the Purchase Price which amount shall be increased (paid, in accordance with both the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave LiabilityAllocation Schedule and Section 2.5.6, (Bx) subtracting to the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is Member Representative for the benefit of Seller all Sellers, and subtracting (y) to the amount of Appreciation Rights Holders. (d) If there is a Working Capital Deficiency and it is greater than the Closing Prorations if Payment Holdback Amount, the aggregate Buyer shall retain the full amount of the prorations is for Closing Payment Holdback Amount and shall be entitled to deduct from the benefit of Buyeramount otherwise payable as the First Earn-Out Amount an amount equal to: (i) the Working Capital Deficiency minus the Closing Payment Holdback Amount, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”). plus (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Price, Buyer shall pay to Seller an amount equal to the interest thereon for the period from the Closing Date through to date of the First Earn-Out Payment at the rate published in The Wall Street Journal from time to time as the “prime rate” for the period from the Closing Date through the date such payment is made (such sum, the “Working Capital Deficiency Payment”) (it being agreed that in the event that the Working Capital Deficiency Payment is greater than the amount otherwise payable as the First Earn-Out Payment, the Buyer shall be entitled to deduct such remaining amount from the amount otherwise payable as the Second Earn-Out Payment). (e) If there is an Excess Working Capital Amount, the Buyer shall, on or prior to the Working Capital Adjustment Amount Payment Date, pay an amount equal to: (without interesti) the Excess Working Capital Amount, plus (ii) the Closing Payment Holdback Amount, plus (iii) an amount equivalent to interest thereon (i.e., interest on the sum of (i) and (Bii) if above) at the rate published in The Wall Street Journal from time to time as the “prime rate” for the period from the Closing Date through the Working Capital Adjustment Amount results Payment Date, which amount shall be paid, in a decrease accordance with both the Allocation Schedule and Section 2.5.6, (x) to the Purchase PriceMember Representative for the benefit of all Sellers, Seller shall disburse to Buyer an amount equal and (y) to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such dateAppreciation Rights Holders.

Adjustment Payments. The (i) Following the determination of Final Cash, Final Indebtedness, Final Sellers’ Transaction Expenses (if any) and Final Working Capital, the Closing Prorations and the Purchase Price Cash Consideration shall be recalculated using such finally determined amounts substituting the Final Working Capital for the Estimated Working Capital in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing ProrationsSection 1.13(a), the Purchase Price shall be increased Final Cash for the Estimated Cash in Section 1.13(a), the Final Indebtedness for the Estimated Indebtedness in Section 1.13(a) and the Final Sellers’ Transaction Expenses for the Estimated Sellers’ Transaction Expenses in Section 1.13(a) (in the case of an aggregate positive amount“Adjusted Closing Cash Consideration”) and if (after taking into account any Upward Closing Working Capital Adjustment or decreased (in Downward Closing Working Capital Adjustment at the case of an aggregate negative amountClosing) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding Adjusted Closing Cash Consideration is greater than the Closing Prorations if Cash Consideration on the aggregate amount of the prorations is for the benefit of Seller and subtracting Closing Date (the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amountdifference, the “Shortfall Adjustment Amount”), then (x) Buyer and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to release the portion of the Adjustment Escrow Amount then-remaining in the Adjustment Escrow Account to the Payment Agent (for further distribution to the Company Holders in accordance with each such Company Holder’s Pro Rata Amount) and (y) Buyer shall pay to the Payment Agent (for further distribution to the Company Holders in accordance with each such Company Holder’s Pro Rata Amount) the Shortfall Adjustment Amount; provided, that if the Shortfall Adjustment Amount is greater than the Adjustment Escrow Amount, then Buyer shall not have any obligation to pay the amount of any such difference to the Payment Agent (for further distribution to the Company Holders in accordance with each such Company Holder’s Pro Rata Amount), and (B) the Closing Cash Consideration on the Closing Date is greater than the Adjusted Closing Cash Consideration (the amount of such difference, the “Excess Adjustment Amount”), then Buyer and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to pay the Excess Adjustment Amount to Buyer from the Adjustment Escrow Account; provided, that (x) if the Excess Adjustment Amount is greater than the Adjustment Escrow Amount, then the Company Holders shall not have any obligation to pay the amount of any such difference to Buyer and (y) if the Excess Adjustment Amount is less than the Adjustment Escrow Amount, Buyer and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to release such difference to the Payment Agent (for further distribution to the Company Holders in accordance with each such Company Holder’s Pro Rata Amount). As soon as reasonably practicable following the determination of any amounts pursuant to clause (A) or (B) of the preceding sentence in accordance with the terms hereof, Buyer and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to release to the Payment Agent (for further distribution to the Company Holders in accordance with each such Company Holder’s Pro Rata Amount) or Buyer, as applicable, the applicable portion of the Adjustment Escrow Amount due to such party from the Adjustment Escrow Account. (ii) No later than within two All payments pursuant to this Section 1.13(d) shall be made by wire transfer of immediately available funds to an account designated in advance by the Payment Agent or Buyer, as applicable, and shall be made on or prior to the fifth (25th) Business Days after Day following the determination of the Adjustment Amount, later of: (A) the sixty (60)-day period following Buyer’s delivery of the calculation of the Actual Cash, Final Indebtedness, Final Sellers’ Transaction Expenses (if any) and Actual Working Capital, pursuant to Section 1.13(b) if the Adjustment Amount results in an increase Stockholder Representative does not timely dispute any of such amounts pursuant to the Purchase Price, Buyer shall pay to Seller an amount equal to the Adjustment Amount (without interest) and Section 1.13(c); (B) the date of the Stockholder Representative’s and Buyer’s mutual written determination of Final Cash, Final Indebtedness, Final Sellers’ Transaction Expenses (if any) and Final Working Capital, in the Adjustment Amount results event the Stockholder Representative timely disputes either of such amounts pursuant to Section 1.13(c)(i) and the Stockholder Representative’s and Buyer’s differences are resolved without the engagement of the Accountant pursuant to Section 1.13(c)(iii); and (C) the date of the Accountant’s determination of Final Cash, Final Indebtedness, Final Sellers’ Transaction Expenses (if any) and/or Final Working Capital pursuant to Section 1.13(c)(iv) in a decrease the event the Stockholder Representative timely disputes either of such amounts pursuant to Section 1.13(c)(i) and the Purchase Price, Seller shall disburse Stockholder Representative and Buyer are unable to Buyer an amount equal resolve their differences pursuant to the Adjustment Amount (without interestSection 1.13(c)(iii). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such date.

Adjustment Payments. The Closing Prorations and Within five (5) Business Days following the Purchase Price shall be recalculated using such finally determined amounts in lieu determination of the estimates of such amounts used applicable Final Amounts Schedule in the calculation of the Purchase Price payable at Closing.accordance with this Section 2.07: (i) With to the extent that there is an Initial Closing Amounts Deficit or Final Closing Amounts Deficit, the Sellers shall pay to the Buyer in cash an amount equal to such Initial Closing Amounts Deficit or Final Closing Amounts Deficit, as applicable, by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to Accrued Leave Liabilitysuch Initial Closing Amounts Deficit or Final Closing Amounts Deficit, Net Book Value of Designated Excluded Assets and Closing Prorations, the Purchase Price shall be increased (in as the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”).may be; (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Priceextent that there is an Initial Closing Amounts Surplus or Final Closing Amounts Surplus, the Buyer shall pay to Seller the Sellers in cash an amount equal to such Initial Closing Amounts Surplus or Final Closing Amounts Surplus, as applicable, by wire transfer of immediately available funds to an account designated by the Adjustment Amount Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to such Initial Closing Amounts Surplus or Final Closing Amounts Surplus, as the case may be; and (without interestiii) and (Bany payment made pursuant to this Section 2.07(d) if shall include an additional amount of interest on the Adjustment Amount results in amount so remitted at a decrease to the Purchase Price, Seller shall disburse to Buyer an amount rate per annum equal to the Adjustment Amount (without interest). In additionSix-Month Treasury Rate, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller which additional amount of interest shall pay Buyer accrue from and after the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such datefirst calendar day after the applicable Closing Date until the date of payment.

Adjustment Payments. The Closing Prorations and the Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the Purchase Price payable at Closing. (i) With respect to Accrued Leave Liability, Net Book Value of Designated Excluded Assets and Closing Prorations, the Purchase Price shall be increased (in the case of an aggregate positive amount) or decreased (in the case of an aggregate negative amount) on a dollar-for-dollar basis by the aggregate amount, if any, determined by (A) subtracting the Estimated Accrued Leave Liability from the Accrued Leave Liability, (B) subtracting the Estimated Net Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”). (ii) No later than within two (2) Business Days after the determination of the Adjustment Amount, (A) if the Adjustment Amount results in an increase to the Purchase Price, Buyer shall pay to Seller an amount equal to the Adjustment Amount (without interest) and (B) if the Adjustment Amount results in a decrease to the Purchase Price, Seller shall disburse to Buyer an amount equal to the Adjustment Amount (without interest). In addition, if Estimated Transferred Cash minus Transferred Cash is a negative number, Seller shall pay Buyer the difference on such date, and if a positive number, Buyer shall pay Seller such difference on such date.