Common use of Payment of Closing Adjustment Clause in Contracts

Payment of Closing Adjustment. (i) If the Closing Adjustment, as finally determined pursuant to this Section 1.5 (“Final Closing Adjustment”), would (A) result in a higher Closing Payment to the Monetizing Sponsors had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser will pay to the Monetizing Sponsors the lesser of (x) the amount of such difference on the Closing Payment and (y) Adjustment Escrow Amount, or (B) result in a lower Closing Payment to the Monetizing Sponsors had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser and KM BRS shall cause a portion of the Adjustment Escrow Amount equal to the amount of such difference in the Closing Payment (or, if the amount thereof exceeds the Adjustment Escrow Amount, the entire Adjustment Escrow Amount) to be released from escrow to Purchaser (in each case, the “Purchase Price Adjustment”). The Adjustment Escrow Account shall be the sole source of payment of any Purchase Price Adjustment payable to Purchaser, and the Monetizing Sponsors shall have no liability to the extent the Purchase Price Adjustment exceeds the Adjustment Escrow Amount. Purchaser and KM BRS will cause all amounts remaining in the Adjustment Escrow Account after payment of the Purchase Price Adjustment and the fees and expenses of the Accounting Referee payable by the Monetizing Sponsors pursuant to Section 1.5(d)(iii) to be promptly (and not later than three Business Days after the later of such payments) released to the Monetizing Sponsors (in accordance with the allocation set forth in the Escrow Agreement). (ii) Any Purchase Price Adjustment payable to the Monetizing Sponsors or Purchaser will be paid within ten Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section 1.5), which payment shall be made in immediately available funds by wire transfer pursuant to instructions provided in writing by the recipient of the funds.

Payment of Closing Adjustment. (i) If the Closing Adjustment, as Adjustment finally determined pursuant to in accordance with this Section 1.5 (“Final Closing Adjustment”), would (A) result in a higher Closing Payment to the Monetizing Sponsors had the Final Closing Adjustment been substituted for 1.4 is greater than the Estimated Closing Adjustment: 1) Parent will pay, Purchaser will pay or cause to be paid, to the Monetizing Sponsors the lesser of (x) the amount of such difference on the Closing Payment and (y) Adjustment Escrow AmountPaying Agent, or (B) result in a lower Closing Payment for further distribution to the Monetizing Sponsors had Company Equityholders (as defined herein) pursuant to the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser and KM BRS shall cause a portion terms of the Adjustment Escrow Amount Paying Agent Agreement, an amount in cash equal to the amount of such difference in the Closing Payment (or, if the amount thereof exceeds the Adjustment Escrow Amount, the entire Adjustment Escrow Amount) to be released from escrow to Purchaser (in each case, the “Purchase Price Adjustment”). The Adjustment Escrow Account shall be the sole source of payment of any Purchase Price Adjustment payable to Purchaser, and the Monetizing Sponsors shall have no liability to the extent the Purchase Price Adjustment exceeds the Adjustment Escrow Amount. Purchaser and KM BRS will cause all amounts remaining in the Adjustment Escrow Account after payment of the Purchase Price Adjustment and the fees and expenses of the Accounting Referee payable by the Monetizing Sponsors pursuant to Section 1.5(d)(iii) to be promptly (and not later than excess within three Business Days after from the later of such paymentsdate on which the Preliminary Statement becomes the Final Statement; and 2) released Parent and the Stockholders’ Representative will instruct the Escrow Agent to pay from the Escrow Fund to the Monetizing Sponsors (in accordance with Paying Agent, for further distribution to the allocation set forth in Company Equityholders pursuant to the Escrow terms of the Paying Agent Agreement)., within three Business Days from the date on which the Preliminary Statement becomes the Final Statement; and (ii) Any Purchase Price If the Estimated Closing Adjustment payable is greater than the Closing Adjustment finally determined in accordance with this Section 1.4: 1) Parent and the Stockholders’ Representative shall instruct the Escrow Agent to pay to Parent from the Escrow Fund an amount equal to the Monetizing Sponsors or Purchaser will be paid excess of the Estimated Closing Adjustment over the Closing Adjustment (“Parent’s Aggregate Closing Adjustment Payment”), and to make such payment (1) within ten three Business Days following the date on which the Preliminary Statement becomes the Final Statement and (as determined in accordance with this Section 1.5), which payment shall be made 2) in immediately available funds by wire transfer pursuant to instructions provided in writing by Parent; provided, however, that, in no event shall Parent’s Aggregate Closing Adjustment Payment exceed the recipient Escrow Amount; and 2) in the event that the Parent’s Aggregate Closing Adjustment Payment is less than the Escrow Amount, Parent and the Stockholders’ Representative will instruct the Escrow Agent to pay the remainder of the fundsEscrow Fund to the Paying Agent, for further distribution to the Company Equityholders pursuant to the terms of the Paying Agent Agreement, within three Business Days from the date on which the Preliminary Statement becomes the Final Statement. (iii) Any portion of the Escrow Fund payable with respect to former holders of Options or Warrants shall be paid to the Company or the Surviving Company for further payment to such former holders (1) through the Company’s or the Surviving Company’s payroll (and net of applicable withholding) no later than the first regular payroll date following such release from the Escrow Fund in accordance with the terms hereof, with respect to any Options or Warrants granted to the holder in the holder’s capacity as, or had vesting tied to the holder’s performance of services as, an employee of the Company for applicable employment Tax purposes or (2) through the Company’s or the Surviving Company’s accounts payable with respect to all other former holders of Options or Warrants. (iv) If the Estimated Closing Adjustment finally determined in accordance with this Section 1.4 is equal to the Closing Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 1.4 and Parent and the Stockholders’ Representative will instruct the Escrow Agent to pay the full Escrow Fund to the Paying Agent, for further distribution to the Company Equityholders pursuant to the terms of the Paying Agent Agreement, within three Business Days from the date on which the Preliminary Statement becomes the Final Statement; (v) For the avoidance of doubt, for purposes of this Agreement, a smaller negative integer (i.e., closer to zero) is always “greater than” a larger negative integer (i.e., further from zero). For example, -2 is greater than -10.