Common use of Post-Closing Adjustment Payment Clause in Contracts

Post-Closing Adjustment Payment. The Buyer shall promptly (but in any event within five (5) Business Days) deliver to the Seller or its designee any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Buyer by wire transfer of immediately available funds to an account or accounts designated by the Seller. The Seller and the Buyer shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by (i) the Buyer an amount equal to any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Seller to the Buyer (other than any Working Capital Indemnity Amount for which the Buyer elects to seek indemnification directly from the Seller pursuant to Section 2.4(c)) and (ii) the Seller the Working Capital Escrow Amount less any amount paid to the Buyer pursuant to clause (i) (or, if such difference is less than zero, zero dollars) in accordance with the terms of the Escrow Agreement.