Common use of Completion Accounts Clause in Contracts

Completion Accounts. 4.5.1 The Parties shall procure that the Completion Accounts and the Net Working Capital Statement are prepared and agreed or determined (as the case may be) in accordance with Schedule 9. 4.5.2 Following agreement or determination of the Completion Accounts and the Net Working Capital Statement, if the amount of the Completion Working Capital: (a) exceeds the sum of €471,000, the Buyer shall pay to the Sellers on or before the Adjustment Date an amount equal to the excess; or (b) is less than the sum of €371,000, the Sellers shall pay to the Buyer on or before the Adjustment Date an amount equal to the shortfall, together the “Net Working Capital Adjustment”. 4.5.3 An example of the calculation of the Completion Net Assets, for illustrative purposes only, is attached at Schedule 10. 4.5.4 Following agreement or determination of the Completion Accounts, the Actual Cash and Cash Equivalents as contained in the Completion Accounts shall be added to the Net Working Capital Adjustment and paid to the Sellers in accordance with Clause 4.5.5 on or before the Adjustment Date. 4.5.5 Any payment due to the Sellers under Clause 4.5.2(a) and 4.7.4, shall be made by electronic funds transfer to the Sellers’ Solicitor Account and any payment due to the Buyer under Clause 4.5.2(b) shall be made to a bank account notified by the Buyer to the Sellers.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Upland Software, Inc.)

Completion Accounts. 4.5.1 The Parties shall procure that the Completion Accounts and the Net Working Capital Statement are prepared and agreed or determined (as the case may be) in accordance with Schedule 9. 4.5.2 . Following agreement or determination of the Completion Accounts and the Net Working Capital Statement, if the amount of the Completion Working Capital: (a) : exceeds the sum of €471,000, the Buyer shall pay to the Sellers on or before the Adjustment Date an amount equal to the excess; or (b) or is less than the sum of €371,000, the Sellers shall pay to the Buyer on or before the Adjustment Date an amount equal to the shortfall, together the “Net Working Capital Adjustment”. 4.5.3 . An example of the calculation of the Completion Net Assets, for illustrative purposes only, is attached at Schedule 10. 4.5.4 . Following agreement or determination of the Completion Accounts, the Actual Cash and Cash Equivalents as contained in the Completion Accounts shall be added to the Net Working Capital Adjustment and paid to the Sellers in accordance with Clause 4.5.5 on or before the Adjustment Date. 4.5.5 . Any payment due to the Sellers under Clause 4.5.2(a) and 4.7.4, shall be made by electronic funds transfer to the Sellers’ Solicitor Account and any payment due to the Buyer under Clause 4.5.2(b) shall be made to a bank account notified by the Buyer to the Sellers.

Appears in 1 contract

Sources: Credit Agreement (Upland Software, Inc.)