Common use of Final Settlement and Adjustment to Purchase Price; Payment Clause in Contracts

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate is less than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount, then the Purchase Price shall equal the Preliminary Purchase Price decreased by an amount equal to such excess of the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount over the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate (a “Shortfall Payment”) and (y) if the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate is greater than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount, then the Purchase Price shall equal the Preliminary Purchase Price increased by an amount equal to such excess of the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate over the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount (an “Excess Payment”). (ii) Any Shortfall Payment or Excess Payment shall be paid by Sellers to Buyers or Buyers to Sellers, respectively, not later than three (3) Business Days after the Final Settlement Date by wire transfer of immediately available funds to an account or accounts specified by Buyers or Sellers, as applicable. The amount of any payment to be made after the Closing Date pursuant to this Section 2.4(e)(ii) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum (calculated daily on the basis of a year of 365 days and the actual number of days elapsed) equal to the prime rate as published in the Wall Street Journal, Eastern Edition, (the “Prime Rate”) in effect on the Closing Date. Such interest shall be payable at the same time as the payment to which it relates.

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate is less than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amounta positive amount, then the Purchase Price shall equal the Preliminary Purchase Price decreased by an amount equal to such excess of the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount over the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate (a an “Shortfall Excess Payment”) and (y) if the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate is greater than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amounta negative number, then the Purchase Price shall equal the Preliminary Purchase Price increased by an amount equal to such excess the absolute value of the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate over the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount (an a “Excess Shortfall Payment”). (ii) Any Shortfall Payment or shall be paid by Buyer to Seller, and any Excess Payment shall be paid by Sellers Seller to Buyers or Buyers to SellersBuyer, respectivelyin each case, not later than three (3) Business Days after the Final Settlement Date by wire transfer of immediately available funds to an account or accounts specified by Buyers Buyer or SellersSeller, as applicable. The amount of any payment to be made after the Closing Date pursuant to this Section 2.4(e)(ii) shall bear interest from and including the Closing Date to but excluding the date of payment at a floating rate per annum (calculated accruing daily and computed on the basis of a year of 365 three hundred sixty (360) days and the actual number of days elapsed) initially equal to the prime rate 3-Month LIBOR Rate determined as published in the Wall Street Journal, Eastern Edition, (the “Prime Rate”) in effect on of the Closing Date, and adjusting on each three month anniversary of the Closing Date to the 3-Month LIBOR Rate determined as of such anniversary date. Such interest shall be payable at the same time as the payment to which it relates.

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate is less than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount, then the Purchase Price shall equal the Preliminary Purchase Price decreased by is greater than the Final Purchase Price, then Seller shall owe Buyer a shortfall payment in an amount equal to such excess of the Estimated Adjusted Working Capital plus difference between the Estimated Intercompany Transfer Amount over the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on Preliminary Purchase Price minus the Final Adjustment Certificate Purchase Price (such payment, a “Shortfall Payment”) , and (y) if such amount owed, the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on “Shortfall Payment Amount”). If the Final Adjustment Certificate Purchase Price is greater than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer AmountPreliminary Purchase Price, then Buyer shall owe an excess payment in an amount equal to the difference between the Final Purchase Price shall equal minus the Preliminary Purchase Price increased by an amount equal to (such excess of the Adjusted Working Capital plus the Closing Intercompany Transfer Amount set forth on the Final Adjustment Certificate over the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Amount (payment, an “Excess Payment”, and such amount owed, the “Excess Payment Amount”). (ii) Any Shortfall Payment or Excess Payment Payment, as applicable, shall be paid by Sellers to Buyers or Buyers to Sellersas follows: (A) in the event an Excess Payment is owed, respectivelythen, not later than three promptly following the determination of the Adjustment Amount set forth on the Final Adjustment Certificate, and in any event within five (35) Business Days after the Final Settlement Date thereafter, Buyer shall pay or cause to be paid in immediately available funds by wire transfer to Seller an amount in cash equal to the Excess Payment Amount; or (B) in the event a Shortfall Payment is owed, then, promptly following the determination of the Adjustment Amount set forth on the Final Adjustment Certificate, and in any event within five (5) Business Days thereafter, Seller shall pay or cause to be paid in immediately available funds by wire transfer to Buyer an account or accounts specified by Buyers or Sellers, as applicable. The amount of any payment to be made after the Closing Date pursuant to this Section 2.4(e)(ii) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum (calculated daily on the basis of a year of 365 days and the actual number of days elapsed) in cash equal to the prime rate as published in the Wall Street Journal, Eastern Edition, (the “Prime Rate”) in effect on the Closing Date. Such interest shall be payable at the same time as the payment to which it relatesShortfall Payment Amount.

Final Settlement and Adjustment to Purchase Price; Payment. (i) (x) If the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate is less than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Adjustment Amount, then the Purchase Price shall equal the Preliminary Initial Purchase Price decreased by an amount equal to the absolute value of such excess of the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Adjustment Amount over the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate (a “Shortfall Payment”) and (y) if the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate is greater than the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Adjustment Amount, then the Purchase Price shall equal the Preliminary Initial Purchase Price increased by an amount equal to the absolute value of such excess of the Adjusted Working Capital plus the Closing Intercompany Transfer Adjustment Amount set forth on the Final Adjustment Certificate over the Estimated Adjusted Working Capital plus the Estimated Intercompany Transfer Adjustment Amount (an “Excess Payment”). (ii) Any Shortfall Payment or Excess Payment Payment, as applicable, shall be paid by Sellers to Buyers or Buyers to Sellersas follows: (A) in the event of an Excess Payment, respectivelythen, not later than three promptly following the determination of the Adjustment Amount set forth on the Final Adjustment Certificate, and in any event within five (35) Business Days after the Final Settlement Date thereafter, Buyers shall pay or cause to be paid in immediately available funds by wire transfer to Seller Representative an amount in cash equal to the Excess Payment; or (B) in the event of a Shortfall Payment, then, promptly following the determination of the Adjustment Amount set forth on the Final Adjustment Certificate, and in any event within five (5) Business Days thereafter, Sellers shall pay or cause to be paid in immediately available funds by wire transfer to Buyers an account or accounts specified by Buyers or Sellers, as applicable. amount in cash equal to the Shortfall Payment. (iii) The amount of any payment Shortfall Payment or Excess Payment, as applicable, to be made after the Closing Date pursuant to this Section 2.4(e)(ii2.3(f) shall bear interest from and including the Closing Date date on which such Excess Payment or Shortfall Payment, as applicable, becomes payable pursuant to Section 2.3(f)(ii) to but excluding the date of payment at a rate per annum (calculated daily on the basis of a year of 365 three hundred sixty-five (365) days and the actual number of days elapsed) equal to the prime rate as published in the Wall Street Journal, Eastern Edition, (the “Prime Rate”) in effect on the Closing Date. Such interest shall be payable at the same time as the payment to which it relates.