Payment by Buyer. If the Purchase Price as finally determined pursuant to [Section 2.4(b)] (the “Final Purchase Price”) exceeds the Estimated Purchase Price, Buyer shall, or shall cause a Group Company to, pay to the Sellers in accordance with their respective Pro Rata Percentages an amount equal to such excess (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Account), by wire transfer of immediately available funds to the accounts specified by such Sellers or (if not so specified by a Seller) by the Seller Representative prior to the Closing Date, within three (3) Business Days after the date on which the Final Purchase Price is finally determined.

If the final Closing Purchase Price exceeds the Estimated Closing Purchase Price, then, within three (3) Business Days following the final determination of the Closing Purchase Price under this Section 2.5, the Buyer shall pay the excess amount to the Sellers, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, which amount shall be allocated among the Sellers in accordance with their Ownership Percentages.

If the Final Closing Purchase Price exceeds the Estimated Closing Purchase Price, then, within three (3) Business Days following the final determination of the Final Closing Purchase Price under this Section 2.5, the Buyer shall pay the excess amount to the Seller, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller.

If the Estimated Closing Purchase Price exceeds the Final Closing Purchase Price, then, within three (3) Business Days following the final determination of the Final Closing Purchase Price under this Section 2.5, the Seller shall pay the aggregate amount of such difference to the Buyer by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Buyer.

The Buyer shall deliver an amount equal to the Closing Purchase Price set forth on the Estimated Pricing Statement (the “Estimated Closing Purchase Price”) less the Escrow Amount to the Sellers, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, which amount shall be allocated among the Sellers in accordance with their Ownership Percentages. Any adjustment to the Estimated Closing Purchase Price shall be calculated and paid as provided in Section 2.5, below.

Payment from the Adjustment Escrow Funds. If the Final Purchase Price is less than the Estimated Purchase Price, then within three (3) Business Days after the date on which the Final Purchase Price is finally determined, then the Seller Representative (on behalf of the Sellers) and Buyer shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release and pay to Buyer, by wire transfer of immediately available funds to the bank account designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, a portion of the Adjustment Escrow Funds equal to the amount of such shortfall (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Account).

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

If the Estimated Closing Purchase Price exceeds the final Closing Purchase Price, then, within three (3) Business Days following the final determination of the Closing Purchase Price under this Section 2.5, the Buyer and the Seller Representative shall jointly instruct the Escrow Agent to pay the aggregate amount of such difference to the Buyer from the Escrow Account in accordance with the Escrow Agreement; provided, however, that any amount of such difference in excess of One Hundred Thousand Dollars ($100,000) shall be paid by the Sellers to the Buyer in accordance with their Ownership Percentages. Any such amount not paid from the Escrow Account shall be collected by the Seller Representative from the respective Sellers and paid to the Buyer in one (1) aggregate amount.

The Buyer shall deliver an amount equal to the Closing Purchase Price set forth on the Estimated Pricing Statement (the “Estimated Closing Purchase Price”) less the Escrow Amount and the Holdback Amount to the Seller, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller. Any adjustment to the Estimated Closing Purchase Price shall be calculated and paid as provided in Section 2.5, below.