Common use of Closing Amount Adjustment Clause in Contracts

Closing Amount Adjustment. If the Closing Date Working Capital set forth in the Final Balance Sheet is greater than the Target Working Capital, the Closing Amount will be increased by such excess and if the Closing Date Working Capital set forth in the Final Balance Sheet is less than the Target Working Capital, the Closing Amount will be decreased by such shortfall (the amount of any such adjustment, the “Closing Amount Adjustment”). If the Closing Amount is increased pursuant to this Section 1.6, then Parent will pay to each of the Shareholders by wire transfer in immediately available funds, within fifteen (15) days following finalization of the Final Balance Sheet pursuant to subsection (c) below, an amount equal to the product of (i) the Closing Amount Adjustment, multiplied by (ii) such Shareholder’s Ownership Percentage. If the Closing Amount is decreased pursuant to this Section 1.6, then each Shareholder will pay to Parent by wire transfer in immediately available funds, within fifteen (15) days following finalization of the Final Balance Sheet pursuant to subsection (c) below, an amount equal to the product of (i) the Closing Amount Adjustment, multiplied by (ii) such Shareholder’s Ownership Percentage; provided, however, that if any Shareholder does not pay such amount within such 15-day period, Parent shall have the right to setoff such amount against any amounts of the Aggregate Transaction Consideration payable to the Shareholders hereunder.