Adjustments to the Closing Payment Clause Samples

The "Adjustments to the Closing Payment" clause defines how the final payment amount in a transaction is modified based on certain agreed-upon factors or post-signing developments. Typically, this clause outlines mechanisms for adjusting the payment to reflect changes in working capital, outstanding debts, or other financial metrics between the signing and closing dates. Its core function is to ensure that the payment accurately reflects the value of the business or assets at closing, thereby preventing disputes and ensuring fairness for both parties.
Adjustments to the Closing Payment. The Closing Payment shall be adjusted as of the Closing as follows: (i) The Closing Payment shall be increased dollar for dollar for the amount of the cash balances and cash equivalents (including bank accounts and certificates of deposit), if any, of the Company as of the Closing Date, as reflected on the Closing Balance Sheet, provided, however, cash and cash equivalents shall exclude cash held by the Company as deposits (which are reflected on the Closing Balance Sheet as liabilities) from other third parties and any cash held by the Company relating to an overpayment to the Company by a Governmental Entity under that certain Contract with USPFO for South Carolina. (ii) The Closing Payment shall be decreased dollar for dollar for the amount of any liabilities other than Permitted Liabilities (as defined herein) as reflected on the Closing Balance Sheet. The term “Permitted Liabilities” means the following:
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Adjustments to the Closing Payment. The Closing Payment shall be adjusted as of the Closing as follows: (i) The Closing Payment shall be increased dollar for dollar for the amount of the cash balances and cash equivalents (including bank accounts, deposits in transit with respect to automatic credit card charges authorized by customers, and certificates of deposit), if any, of the Company as of the Closing Date, as reflected on the Closing Balance Sheet, provided, however, cash and cash equivalents shall exclude cash held by the Company as deposits (which are reflected on the Closing Balance Sheet as liabilities) from other third parties. (ii) The Closing Payment shall be decreased dollar for dollar for the amount of any liabilities other than Permitted Liabilities (as defined herein) as reflected on the Closing Balance Sheet. The term “Permitted Liabilities” means the following:
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Adjustments to the Closing Payment. 4.3.1 No later than five Business Days after the determination of the Final Purchase Price pursuant to Section 3, Purchaser shall pay into Sellers’ Account, the amount by which an amount equal to the Final Purchase Price minus the Escrow Amount exceeds the Closing Payment (the “Purchaser Adjustment Amount”), if any, in the same proportion as set out in Section 4.2.3. 4.3.2 No later than five Business Days after the determination of the Final Purchase Price pursuant to Section 3, Sellers shall pay into Purchaser’s Account the amount by which the Closing Payment exceeds an amount equal to the Final Purchase Price minus the Escrow Amount (the “Seller Adjustment Amount”), if any, as follows: (a) Seller 1 to Purchaser, 31.08% of the Seller Adjustment Amount. (b) Seller 2 to Purchaser, 23.06% of the Seller Adjustment Amount. (c) Seller 3 to Purchaser, 23.06% of the Seller Adjustment Amount. (d) Seller 4 to Purchaser, 22.8% of the Seller Adjustment Amount. 4.3.3 In the event a Seller is fully or partially in default with the payments pursuant to Section 4.3.2, Purchaser shall, in accordance with the Escrow Agreement, be entitled, but not obliged, to request that an amount equal to the amount payable by such Seller under Section 4.3.2 (a “Seller Adjustment Release”) shall be deducted from the Escrow Amount and released to Purchaser from the Escrow Account. Within three Business Days following a Seller Adjustment Release, Sellers shall pay the amount deducted from the Escrow Amount into the Escrow Account so that the Escrow Amount is available in full.
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Adjustments to the Closing Payment. All indemnification payments made pursuant to this Article XI shall be treated, for U.S. federal income tax purposes, as adjustments to the First Closing Payment or Second Closing Payment, as applicable, paid by FFI for the Subject Interests and the Second Closing Assets, respectively, to the extent permitted by applicable Law.
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Related to Adjustments to the Closing Payment

  • Adjustments to the Purchase Price (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Adjustments to the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.