Payment of Adjustment Amount Clause Samples

Payment of Adjustment Amount. (i) In the event the Adjustment Amount is to be paid by Seller, (A) if the Adjustment Amount to be paid by Seller to Buyer is less than the Adjustment Amount Escrow, Buyer shall receive the Adjustment Amount as a distribution from the Adjustment Amount Escrow Account, and the amount remaining in the Adjustment Amount Escrow Account shall be distributed to Seller by wire transfer of immediately available funds to a bank designated by Seller in writing; and (B) if the Adjustment Amount to be paid by Seller to Buyer exceeds the Adjustment Amount Escrow, the entire Adjustment Amount Escrow shall be distributed to Buyer and Seller shall pay to Buyer the amount of such excess, plus interest at the rate published in The Wall Street Journal from time to time as the "prime rate" ("Interest") on the portion of such excess that exceeds the Adjustment Amount Escrow for the actual number of days between the Closing Date and the date the payment is made by wire transfer of immediately available funds to a bank account or bank accounts designated by Buyer in writing. Notwithstanding anything to the contrary in this Agreement, and regardless of any other means of obtaining payment, Buyer shall have the right, but not the obligation, to offset any amount in the Indemnification Holdback Escrow Account (upon determination of the Final Closing Statement) by the amount by which the Adjustment Amount to be paid by Seller to Buyer exceeds the Adjustment Amount Escrow. (ii) In the event the Adjustment Amount is to be paid by Buyer, the entire amount of the Adjustment Amount Escrow Account shall be distributed to Seller and Buyer shall pay the Adjustment Amount to Seller, plus Interest on the Adjustment Amount, for the actual number of days between the Closing Date and the date the payment is made, by wire transfer of immediately available funds to a bank account or bank accounts designated by Seller in writing. (iii) Any amounts payable under this Section 3.4 shall be distributed or paid on or before the Post-Closing Payment Date. If the Adjustment Amount is paid after the Post-Closing Payment Date, interest at a rate equal to the lesser of 18% per annum and the maximum rate permitted by law shall be added: (A) in the case of a payment made by Seller, to the portion of the Adjustment Amount which exceeds the Adjustment Amount Escrow and (B) in the case of a payment made by Buyer, to the Adjustment Amount, in each case for the actual number of days between the Post-Closing Payment...

Payment of Adjustment Amount. If there is an Adjustment Amount, Buyer’s sole available methods for recouping the Adjustment Amount shall be (i) first to reduce the Tax Liability Coverage Amount by the Adjustment Amount, and (ii) second to reclaim shares out of the Indemnification Escrow, valued for this purpose at the Augme Average Price as of the date of final determination of the Adjustment Amount (including final resolution of any dispute raised by Seller in an Objection Notice), by delivering a notice to the Escrow Agent instructing the Escrow Agent to cancel the appropriate number of shares out of the Indemnification Escrow.

Payment of Adjustment Amount. ABI shall, within five (5) Business Days after the Closing Income Statement, the Closing Statement and the TTM ▇▇▇▇▇▇ International Business EBITDA and Adjustment Amount set forth thereon become final and binding on the parties pursuant to this Section 2.02, make payment of such Adjustment Amount, if any, by wire transfer in immediately available funds to, or as directed by, Buyer.

Payment of Adjustment Amount. All payments made by Buyer or Seller as part of the Adjustment Amount, shall be made by wire transfer of immediately available funds to an account designated by the payee.

Payment of Adjustment Amount. On or before the fifth Business Day following the final determination of the Final Closing Balance Sheet (the “Settlement Date”), either (i) Buyer shall pay to Seller the amount, if any, by which the Net Working Capital as reflected on the Final Closing Balance Sheet is greater than the Net Working Capital as reflected on the Estimated Closing Balance Sheet or (ii) Seller shall pay to Buyer the amount, if any, by which the Net Working Capital as reflected on the Final Closing Balance Sheet is less than the Net Working Capital as reflected on the Estimated Closing Balance Sheet.

Payment of Adjustment Amount. If there is an Adjustment Amount, Buyer’s sole available method for recouping the Adjustment Amount shall be to reclaim shares out of the Indemnification Escrow, valued for this purpose at the Spindle Average Price as of the date of final determination of the Adjustment Amount (including final resolution of any dispute raised by Seller in an Objection Notice), by delivering a notice to the Escrow Agent instructing the Escrow Agent to cancel the appropriate number of shares out of the Indemnification Escrow. Any Accounts Receivable received by the Seller for which there has been a cancellation of shares out of the Indemnification Escrow shall be for the account of the Seller; provided, however, Seller shall utilize its reasonable efforts to assist in the collection of the Accounts Receivable within the AR Collection Deadline.

Payment of Adjustment Amount. If, on the basis of the adjustment pursuant to Section 2.5(e), the Purchase Price falls short of the Estimated Purchase Price, Seller shall pay to Buyer an amount equal to such shortfall plus interest thereon at a rate of 300 basis points above Euribor from and including the Closing Date to, but excluding, the respective date of payment. Any payment pursuant to this Section 2.5(g) shall become due and payable on the sixth (6th) Business Day after the Purchased Inventory Value and the Purchased Liabilities Value have become final and binding upon the parties in accordance with Section 2.5 (f) last sentence.

Payment of Adjustment Amount. If the sum (the “Adjustment Amount”) of (i) the result of the Closing Date Net Cash Position minus the Reference Net Cash Position and (ii) the result of the Closing Date Net Working Capital minus the Reference Net Working Capital is a positive number, Newco shall promptly (and in any event within five Business Days) after the final determination thereof pay to Philips the Adjustment Amount, and, if the Adjustment Amount is a negative number, Philips shall promptly (and in any event within five Business Days) after the final determination thereof pay to Newco the absolute value of the Adjustment Amount, in each case, plus interest from the Closing Date to, but not including, the date of payment at EURIBOR calculated based on (i) the actual number of days between the Closing Date and the date of payment of the Adjustment Amount, divided by (ii) 365, in Euros by wire transfer of immediately available funds to an account designated by Philips or Newco, as the case may be. For purposes of calculating the Closing Date Net Cash Position and the Closing Date Net Working Capital, any amounts in currencies other than Euros shall be translated into Euros using the applicable exchange rates prevailing on the Closing Date.

Payment of Adjustment Amount. If the adjustment provided in Section 1.2(a) requires a payment by Buyer to Seller (after taking into account the cushion provided for in Section 1.3(a), then within ten (10) days of the final determination of the Net Current Asset Value, Buyer shall pay to Bank One, Milwaukee, N.A. an amount equal to such adjustment (the "Adjustment Amount"); provided, that in no event shall the Adjustment Amount payable by Buyer exceed $35,000 (taking into account the cushion). If the adjustment provided for in Section 1.2(a) requires a payment by Seller to Buyer (after taking into account the cushion), then within ten (10) days of such final determination, Seller and ▇▇▇▇▇▇▇▇, jointly and severally, shall wire transfer to Buyer an amount equal to such adjustment.