Common use of Closing Amount Adjustment Clause in Contracts

Closing Amount Adjustment. Within five (5) Business Days after the final determination of the Final Balance Sheet pursuant to Section 1.6(d) of this Agreement, the cash portion of the Closing Amount will be adjusted (the amount of any such adjustment, the “Closing Amount Adjustment”) and the Parent or the Constituents, as the case may be, will make whatever payments to each other as are necessary, if any, such that the Closing Amount is what it would have been had (i) the Estimated Net Debt equaled the Net Debt reflected on such Final Balance Sheet; and (ii) the Estimated Working Capital equaled the Closing Date Working Capital reflected on such Final Balance Sheet. Parent will pay any amount due to the Constituents by wire transfer in immediately available funds to each of the Constituents in an amount equal to the portion of the Closing Amount into which his or her Company Shares or Options, as the case may be, are converted or exchanged pursuant to Section 1.5(a). In the event a Closing Amount Adjustment is due to the Parent hereunder, the amount shall be disbursed (i) from the Escrow Amount, (ii) to the extent the Escrow Amount is insufficient to pay in full such Closing Amount Adjustment, then from any other amounts of the Aggregate Transaction Consideration payable to the Constituents hereunder, whether by right of setoff or otherwise, or (iii) if amounts payable hereunder are not sufficient, upon demand by Parent, from the Indemnifying Stockholders on a several basis based on their respective Pro Rata Share.

Closing Amount Adjustment. Within five (5) Business Days after the final determination of the Final Balance Sheet pursuant to Section 1.6(d) of this Agreement, the cash portion of the Closing Amount will be adjusted again (the amount of any such adjustment, adjustment shall be referred to as the “Closing Amount Adjustment”) and the Parent or the Constituents, as the case may be, Members will make whatever such payments to each other the Surviving Company as are necessary, if any, such that the Closing Amount is what it would have been had as follows: (i) an amount equal to that amount by which the Estimated Net Debt equaled is less than the Net Debt reflected on such Final Balance SheetSheet (only in the event that Net Debt is greater than the Target Net Debt); and (ii) an amount equal to that amount by which the Estimated Working Capital equaled is greater than the Closing Date Working Capital reflected on such Final Balance Sheet. Parent will pay any amount due to Sheet (only in the Constituents by wire transfer in immediately available funds to each of the Constituents in an amount equal to the portion of the event that Closing Amount into which his or her Company Shares or Options, as the case may be, are converted or exchanged pursuant to Section 1.5(aDate Working Capital is less than Target Working Capital). In the event a Closing Amount Adjustment is due to the Parent hereunder, the amount shall be disbursed (i) first, from the cash portion of the Escrow AmountFund, (ii) second, from the Parent Stock portion of the Escrow Fund (valued using the Escrow Stock Valuation), (iii) third, to the extent the Escrow Amount Fund is insufficient to pay in full such Closing Amount Adjustment, then from any other amounts of the Aggregate Transaction Consideration payable to the Constituents Members hereunder, whether by right of setoff or otherwiseotherwise upon notice of such election to the Member Representatives, or (iii) fourth, if amounts of the Aggregate Transaction Consideration payable hereunder are not sufficient, upon demand by Parent, from the Indemnifying Stockholders on a several basis based on their respective Pro Rata ShareMembers. No Closing Amount Adjustment shall be paid or due to any of the Members.