Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment, as finally resolved, is a negative number, then any amounts owing by the Shareholder pursuant to this Section 6.6(d)(i) shall be offset against the Cash Holdback Portion. (ii) If the Post-Closing Adjustment, as finally resolved, is a positive number, then Buyer shall pay, no later than five (5) Business Days after the Post-Closing Adjustment is finally resolved the Post-Closing Adjustment to the Shareholder in immediately available funds. (iii) Any payments made pursuant to this Section 6.6(d) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
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Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment, as finally resolved, is a negative number, then any amounts owing by the Shareholder pursuant to this Section 6.6(d)(i) amount thereof shall be offset on a dollar-for-dollar basis against the next installments of the Cash Holdback PortionPayments.
(ii) If the Post-Closing Adjustment, as finally resolved, is a positive number, then the Buyer shall pay, no later than five (5) Business Days after the Post-Closing Adjustment is finally resolved the Post-Closing Adjustment to the Shareholder Sellers in immediately available funds, to be paid in accordance with such Shareholder’s Pro Rata Share of such Post-Closing Adjustment.
(iii) Any payments made pursuant to this Section 6.6(d6.5(d) shall be treated as an adjustment to the Purchase Price by the parties parti1es for Tax purposes, unless otherwise required by Law.
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