Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) cause the Escrow Agent to pay to the Purchaser from the Escrow Account the amount of such difference by wire transfer of immediately available funds to one or more accounts designated by the Purchaser to the Seller. The Seller shall not have any liability for any amounts due pursuant to Section 1.04 or this Section 1.05 except to the extent of the funds available in the Escrow Account.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (DreamWorks Animation SKG, Inc.)