Common use of Final Adjustment Clause in Contracts

Final Adjustment. Upon final determination of the Final Closing Statement in accordance with this Section 3.3, if such Final Closing Statement reflects (a) a Working Capital Deficit, then the Purchase Price shall be decreased by an amount equal to the Working Capital Deficit (the amount of such shortfall, if any, is hereinafter referred to as the “Final Deficit”); or (b) a Working Capital Surplus, then the Purchase Price shall be increased by an amount equal to the Working Capital Surplus (the amount of such excess, if any, is hereinafter referred to as the “Final Surplus”). The amount of any Final Deficit shall be payable, by Sellers to Purchaser within three (3) days of either the date of the final determination of the Final Closing Statement in accordance with this Section 3.3 (the “Final Determination Date”). The amount of any Final Surplus shall be payable by Purchaser to Sellers within three (3) Business Days of either the date of the Final Determination Date. The fees and expenses of the Independent Accountant shall be allocated to and paid by P▇▇▇▇▇▇▇▇ and Sellers based upon the percentage that the portion of the contested amount not awarded bears to the amount actually contested, as determined by the Independent Accountant. By way of illustration, if Purchaser claims that there is a Working Capital Deficit of one hundred thousand dollars ($100,000), the Sellers claim that there is a Working Capital Surplus of twenty-five thousand dollars ($25,000) and the Independent Accountant determines that there is Final Deficit of twenty-five thousand dollars ($25,000), then the costs and expenses of the Independent Accountant will be allocated forty percent (40%) to Sellers ($50,000 / $125,000) and sixty percent (60%) to Purchaser ($75,000 / $125,000).

Final Adjustment. Upon final determination of the Final Closing Statement in accordance with this Section 3.33.2, if such Final Closing Statement reflects (a) a Working Capital Deficit, then the Purchase Price shall be decreased by an amount equal to the Working Capital Deficit (the amount of such shortfall, if any, is hereinafter referred to as the “"Final Deficit”"); or (b) a Working Capital Surplus, then the Purchase Price shall be increased by an amount equal to the Working Capital Surplus (the amount of such excess, if any, is hereinafter referred to as the “"Final Surplus”"). The amount of any Final Deficit shall be payable, by Sellers to Purchaser by reducing the aggregate principal amount of the Promissory Notes within three (3) days of either the date of the final determination of the Final Closing Statement in accordance with this Section 3.3 3.2 (the “"Final Determination Date”"). The amount of any Final Surplus shall be payable by Purchaser to Sellers by increasing the aggregate principal amount of the Promissory Notes within three (3) Business Days of either the date of the Final Determination Date. The fees and expenses of the Independent Accountant shall be allocated to and paid by P▇▇▇▇▇▇▇▇ Purchaser and Sellers based upon the percentage that the portion of the contested amount not awarded bears to the amount actually contested, as determined by the Independent Accountant. By way of illustration, if Purchaser claims that there is a Working Capital Deficit of one hundred thousand dollars ($100,000), the Sellers claim that there is a Working Capital Surplus of twenty-five thousand dollars ($25,000) and the Independent Accountant determines that there is Final Deficit of twenty-five thousand dollars ($25,000), then the costs and expenses of the Independent Accountant will be allocated forty percent (40%) to Sellers ($50,000 / $125,000) and sixty percent (60%) to Purchaser ($75,000 / $125,000).