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

Final Settlement and Adjustment to Purchase Price; Payment. (i) If the Final Closing Purchase Price set forth on the Final Closing Statement is less than the Preliminary Closing Purchase Price (the absolute value of such excess of the Preliminary Closing Purchase Price over the Final Closing Purchase Price set forth on the Final Closing Statement, an “Excess Payment”), then, promptly following the determination of the Final Closing Purchase Price set forth on the Final Closing Statement, 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 or its designee an amount in cash equal to the Excess Payment. (ii) If the Final Closing Purchase Price set forth on the Final Closing Statement is greater than the Preliminary Closing Purchase Price (the absolute value of such excess of the Final Closing Purchase Price set forth on the Final Closing Statement over the Preliminary Closing Purchase Price, a “Shortfall Payment”), then, promptly following the determination of the Final Closing Purchase Price set forth on the Final Closing Statement, and in any event within five (5) Business Days thereafter, Buyer shall pay or cause to be paid in immediately available funds by wire transfer to Seller or its designee an amount in cash equal to the Shortfall Payment. (iii) All payments made pursuant to this Section 2.5(e) shall be treated by all parties for Tax purposes as adjustments to the Preliminary Closing Purchase Price to the maximum extent permitted by applicable Law.