Common use of Final Adjustment Amount Clause in Contracts

Final Adjustment Amount. (1) If the Post-Closing Adjustments Amount is a negative number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), each Seller shall pay to Purchaser such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds. (2) If the Post-Closing Adjustments Amount is a positive number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), the Purchaser shall pay to each Seller such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds. If any payment required under this Section 1.2(c) is not made in full within such ten (10) Business Day period, such payment will thereafter bear simple interest at the rate of 12% per annum. The reduction or increase in the Total Purchase Price resulting from the Post-Closing Adjustment Amount is referred to herein as the “Final Adjustment Amount.”

Final Adjustment Amount. (1) If the Post-Closing Adjustments Amount is a negative number, then within ten two (102) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c1.2(d), each Seller Stockholder shall pay to Purchaser such SellerStockholder’s Pro Rata Portion Share of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds; provided, however, that such payment obligation shall be first satisfied from the Escrow Amount and, in such event, the Stockholders shall instruct the Escrow Agent, in writing, to deliver all of the Post-Closing Adjustments Amount to Purchaser from the Escrow Amount. (2) If the Post-Closing Adjustments Amount is a positive number, then within ten two (102) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c1.2(d), the Purchaser shall pay to each Seller Stockholder such SellerStockholder’s Pro Rata Portion Share of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds. If any payment required under this Section 1.2(c1.2(d) is not made in full within such ten two (102) Business Day period, such payment will thereafter bear simple interest at the rate of 12% per annum. The total increase or reduction or increase in the Total Purchase Price resulting from the Estimated Adjustments Amount and the Post-Closing Adjustment Amount is referred to herein as the “Final Adjustment Amount.”