Common use of Adjustment to the Purchase Price Clause in Contracts

Adjustment to the Purchase Price. As soon as practicable (but not more than five (5) business days) after the determination and delivery of the Final Closing Balance Sheet and the Final Statement of Working Capital in accordance with this Section 2.6, (i) if the Estimated Assumed Debt is less than the Closing Assumed Debt on the Final Closing Balance Sheet, then there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to such deficiency PLUS the amount, if any, by which the Closing Working Capital as reflected in the Final Statement of Working Capital is less than $5,559,000 (the "Working Capital Difference") or (ii) if the Estimated Assumed Debt is greater than the Closing Assumed Debt, then (A) there shall be an immediate upward adjustment to the Purchase Price payable by Buyer to Stockholder in an amount equal to such excess MINUS the Working Capital difference (if any), or (B) if the amount resulting from the calculation set forth in clause (ii)(A) of this Section 2.6(e) is a negative number, there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to the Working Capital Difference MINUS the amount by which the Estimated Assumed Debt is greater than the Closing Assumed Debt (in each case, the "Purchase Price Adjustment"). Any amounts payable under this Section 2.6(e) after taking into account the Holdback Amount shall be payable by wire transfer of immediately available funds to the bank designated by Buyer or Stockholder, as the case may be, within three (3) business days after delivery of the final Closing Balance Sheet and the Final Statement of Working Capital.

Adjustment to the Purchase Price. (i) As soon as practicable (but not more than five (5) business daysBusiness Days) after the determination and delivery of the Final Closing Balance Sheet and the Final Statement of Working Capital in accordance with this Section 2.63.2(d), (i) if the Estimated Assumed Debt is less than the Closing Assumed Debt on the Final Closing Balance Sheet, then there a determination shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in an amount equal to such deficiency PLUS made of the amount, if any, by which the Closing Working Capital as reflected in Payment was greater or less than the amount equal to the aggregate of the following based on the Final Statement of Working Capital is less than $5,559,000 Closing Balance Sheet (the "Adjusted Closing Payment"): (A) $195,000,000 plus the Closing Bookings Payment minus (B) each of the following: (1) the Closing Working Capital Difference"Deficiency, if any; (2) the Closing Net Worth Deficiency, if any; (3) the amount, if any, by which cash and cash equivalents is or was less than the Guaranteed Cash Amount on the earlier to occur of (x) the Closing Date and (y) the last Business Day of the month in which the Cash Guaranty Date occurs; (4) the amount, if any, by which the aggregate amount of Contribution I is or was less than the Guaranteed Contribution I Amount on the earlier to occur of (x) the Closing Date and (y) the last Business Day of the month in which the Contribution I Determination Date occurs; (5) the aggregate US dollar amount of Contribution I, if any, attributable to Non-Conveyed Contracts, the benefits of which have not been provided to a Purchaser pursuant to Section 2.5; (6) the US dollar amount, if any, by which Indebtedness of the Power Generation Business set forth on the Final Closing Balance Sheet exceeds Permitted Indebtedness; and (7) if the events described in Section 8.19(c) have occurred, the amount of the Bioflow Price. (ii) if the Estimated Assumed Debt is greater than the Closing Assumed Debt, then (A) there If the Closing Payment exceeds the Adjusted Closing Payment, then Seller shall be an immediate upward adjustment to the Purchase Price payable by Buyer to Stockholder in an amount equal to such excess MINUS the Working Capital difference (if any), or (B) if the amount resulting from the calculation set forth in clause (ii)(A) of this Section 2.6(e) is a negative number, there shall be an immediate downward adjustment to the Purchase Price payable by Stockholder to Buyer in pay FW an amount equal to the Working Capital Difference MINUS Closing Payment minus the amount by which the Estimated Assumed Debt is greater than the Adjusted Closing Assumed Debt (in each case, the "Purchase Price Adjustment"). Any amounts payable under this Section 2.6(e) after taking into account the Holdback Amount shall be payable by wire transfer of immediately available funds to the bank designated by Buyer or Stockholder, as the case may be, within three (3) business days after delivery of the final Closing Balance Sheet and the Final Statement of Working CapitalPayment.