Common use of Adjustments and Payment Clause in Contracts

Adjustments and Payment. Upon the final determination of the Additional Amount pursuant to SECTION ------- 3.1, the following adjustment and payment, as applicable, shall be made: --- (i) if the Additional Amount as finally determined is greater than the Estimated Additional Amount, the Cash Portion shall be increased by an amount equal to such excess and the Purchaser shall, within 5 days after such final determination, pay to each Seller such Seller's Proportionate Percentage of the amount by which the Additional Amount as finally determined exceeds the Estimated Additional Amount, such payment to be made by wire transfer of immediately available funds to the account designated by such Seller; (ii) if the Additional Amount as finally determined is less than the Estimated Additional Amount, the Cash Portion shall be decreased by an amount equal to such deficiency and the Sellers shall jointly and severally pay to the Purchaser within 5 days after such final determination, by wire transfer of immediately available funds to an account designated by the Purchaser, the amount by which the Additional Amount as finally determined is less than the Estimated Additional Amount; and (iii) if the Additional Amount as finally determined equals the Estimated Additional Amount, then no adjustment shall be made to the Purchase Price and no payment shall be made under this ARTICLE III. ----------- - 5 -

Adjustments and Payment. Upon the final determination of the Additional Amount Amount, pursuant to SECTION ------- 3.1, the following adjustment and payment, as applicable, shall be made: ---, if any, and the following ----------- payment shall be made, if any, within five (5) days after the Final Determination Date: (i) if the Additional Amount as finally determined is greater than the Estimated Additional Amount, the Cash Portion shall be increased by an amount equal to such excess and the Purchaser shallshall pay such excess to the Seller, within 5 days after such final determination, pay to each Seller such Seller's Proportionate Percentage of the amount by which the Additional Amount as finally determined exceeds the Estimated Additional Amount, such payment to be made by wire transfer of immediately available funds pursuant to the account designated by such Seller;SECTION ------- 1.3(A); or ------ (ii) if the Additional Amount as finally determined is less than the Estimated Additional Amount, the Cash Portion shall be decreased by an amount equal to such deficiency and the Sellers Seller shall jointly and severally pay such deficiency to the Purchaser within 5 days after such final determinationPurchaser, by wire transfer of immediately available funds to an account designated by the Purchaser, the amount by which the Additional Amount as finally determined is less than the Estimated Additional Amount; andor (iii) if the Additional Amount as finally determined equals the Estimated Additional Amount, then no adjustment shall be made to the Purchase Price Cash Portion and no payment shall be required to be made under this ARTICLE III. ----------- - 5 ------------