Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference shall be paid by Sellers to Buyer within five business days after the determination of such amount. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the amount of such difference shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. (ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the
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Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference shall be paid by Sellers to Buyer within five business days after the determination of such amount. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the amount of such difference shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer.
(ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 -4- million (thethe "Minimum Latin/Mexico Equity Value"), the amount of such difference shall be paid to Buyer by Sellers within five business days after the determination of such amount; provided, however, that no amount in excess of $2,000,000 shall be so deducted.
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