Common use of Net Adjustment Amount Clause in Contracts

Net Adjustment Amount. (A) If the Net Adjustment Amount is positive, Parent shall within three Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) pay the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in accordance with the Escrow Agreement, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to use such amount to pay (1) to the Stockholder Representative an amount equal to its expenses incurred in connection with the exercise of its rights under Section 4.1(b)(iii) and (2) to the Paying Agent for further payment to each Person that immediately prior to the Effective Time held Shares (other than the Dissenting Shares) that has surrendered Shares in accordance with Section 4.2(e), an amount equal to the product of (x) such Person’s Percentage Ownership and (y) the amount remaining in the Working Capital Escrow Fund after making the payment contemplated by clause (1) of this Section 4.1(b)(iv)(A). (B) If the Net Adjustment Amount is negative, the Stockholder Representative and Parent shall within three Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) jointly instruct the Escrow Agent to pay to Parent, from the funds, if any, then constituting the Working Capital Escrow Fund an amount equal to the lesser of (1) the absolute value of the Net Adjustment Amount and (2) the Working Capital Escrow Amount; and in the event the amount so paid is the amount contemplated by clause (1) of this Section 4.1(b)(iv)(B), the balance of the Working Capital Escrow Fund shall be paid in accordance with clauses (1) and (2) of Section 4.1(b)(iv)(A). (C) Any payments made pursuant to this Section 4.1(b) shall be treated as an adjustment to the Merger Consideration for all Tax purposes, unless otherwise required by applicable Law.

Net Adjustment Amount. (Ai) If the Net Adjustment Amount is positivepositive and has a value greater than $5,000,000 (the “Collar Amount”), Parent shall Purchaser shall, within three five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) pay 2.03, pay, or cause to be paid, the Net Adjustment Amount to the Escrow Agent by wire transfer of in immediately available funds to an account of the bank account specified Sellers’ Representative, for further payment to the other Sellers in accordance with the Escrow Agreementallocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, and the Stockholder Representative and Parent shall promptly jointly instruct the Escrow Agent to use such amount to pay (1) to the Stockholder Representative an amount equal to its expenses incurred in connection with the exercise of its rights under Section 4.1(b)(iii) and no later than two (2) Business Days after such final determination pursuant to the Paying Agent for further payment to each Person that immediately prior to the Effective Time held Shares (other than the Dissenting Shares) that has surrendered Shares in accordance with Section 4.2(e), an amount equal to the product of (x) such Person’s Percentage Ownership and (y) the amount remaining in the Working Capital Escrow Fund after making the payment contemplated by clause (1) of this Section 4.1(b)(iv)(A)2.03. (Bii) If the Net Adjustment Amount is negativenegative and has an absolute value greater than the Collar Amount, the Stockholder Representative and Parent shall Sellers shall, within three five (5) Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) jointly instruct the Escrow Agent 2.03, pay, or cause to pay to Parentbe paid, from the funds, if any, then constituting the Working Capital Escrow Fund an amount equal to the lesser of (1) the absolute value of the Net Adjustment Amount and in immediately available funds to Purchaser by wire transfer to a bank account designated in writing by Purchaser no later than two (2) the Working Capital Escrow Amount; and in the event the amount so paid is the amount contemplated by clause (1) of Business Days after such final determination pursuant to this Section 4.1(b)(iv)(B), the balance of the Working Capital Escrow Fund shall be paid in accordance with clauses (1) and (2) of Section 4.1(b)(iv)(A)2.03. (Ciii) Any payments If the absolute value of the Net Adjustment Amount is less than or equal to the Collar Amount, no payment shall be made pursuant to this Section 4.1(b2.03(d). (e) The process set forth in this Section 2.03 shall be treated as an adjustment the exclusive remedy of Sellers and Purchaser for any disputes related to the Merger Consideration for all Tax purposesClosing Cash, unless otherwise required by applicable LawClosing Indebtedness, Closing Other Adjustments, Closing Net Working Capital and Net Adjustment Amount, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Net Adjustment Amount. (Ai) If the Net Adjustment Amount is positive, Parent shall shall, within three five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) 2.02, pay the Net Adjustment Amount to the Escrow Agent by wire transfer of immediately available funds to the bank account specified in accordance with the Escrow Agreement, and the Stockholder Shareholder Representative and Parent shall promptly jointly instruct the Escrow Agent to use such amount to pay (1A) to the Stockholder Shareholder Representative an amount equal to its expenses incurred included in connection with clause (ii) of the exercise definition of its rights under Section 4.1(b)(iii) “Other Adjustments”, and (2B) to (x) each person (other than Parent, the Paying Agent for further payment to each Person Surviving Corporation and any Company Subsidiary) that immediately prior to the Effective Time held Shares Company Common Stock (other than the Dissenting Shares) that has surrendered Shares Certificates in accordance with Section 4.2(e)2.04 and (y) each holder of a PHASAR or a PSU Award, an amount equal to the product of (x1) such Personperson’s Percentage Ownership and (y2) the amount remaining in the Working Capital Escrow Fund after making the payment contemplated by clause (1A) of this Section 4.1(b)(iv)(A)above. (Bii) If the Net Adjustment Amount is negative, the Stockholder Shareholder Representative and Parent shall within three five Business Days of the Net Adjustment Amount being finally determined pursuant to this Section 4.1(b) 2.02 jointly instruct the Escrow Agent to pay to Parent, from the funds, if any, then constituting the Working Capital Escrow Fund Fund, an amount equal to the lesser of (1) the absolute value of the Net Adjustment Amount and (2) the Working Capital Escrow Amount; and in the event the amount so paid is the amount contemplated by clause (1) of this Section 4.1(b)(iv)(B), the balance of the Working Capital Escrow Fund shall be paid in accordance with clauses (1) and (2) of Section 4.1(b)(iv)(A). (C) Any payments made pursuant to this Section 4.1(b) shall be treated as an adjustment to the Merger Consideration for all Tax purposes, unless otherwise required by applicable Law.