Payment of Closing Adjustment Clause Samples

The Payment of Closing Adjustment clause defines how financial adjustments between the parties are settled at the closing of a transaction. Typically, this clause outlines the process for calculating any differences in estimated versus actual amounts, such as working capital, inventory, or other prorated items, and specifies when and how these payments are to be made. Its core function is to ensure that both parties are fairly compensated for any changes in value or obligations that occur up to the closing date, thereby preventing disputes and ensuring a smooth financial transition.
Payment of Closing Adjustment. If the Closing Adjustment, as finally determined in accordance with this Section 2.3 (the “Final Closing Adjustment”) would (1) result in a higher Closing Payment to Parent had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser will pay to Parent the amount thereof, or (2) result in a lower Closing Payment to Parent had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Parent will pay to Purchaser the amount thereof (in each case, the “Purchase Price Adjustment”). The Purchase Price Adjustment will be paid within ten Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section 2.3), which payment shall be made in immediately available funds by wire transfer pursuant to instructions provided in writing by the recipient of the funds.
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Payment of Closing Adjustment. (i) If the Closing Adjustment, as finally determined pursuant to this Section 1.5 (“Final Closing Adjustment”), would (A) result in a higher Closing Payment to the Monetizing Sponsors had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser will pay to the Monetizing Sponsors the lesser of (x) the amount of such difference on the Closing Payment and (y) Adjustment Escrow Amount, or (B) result in a lower Closing Payment to the Monetizing Sponsors had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser and KM BRS shall cause a portion of the Adjustment Escrow Amount equal to the amount of such difference in the Closing Payment (or, if the amount thereof exceeds the Adjustment Escrow Amount, the entire Adjustment Escrow Amount) to be released from escrow to Purchaser (in each case, the “Purchase Price Adjustment”). The Adjustment Escrow Account shall be the sole source of payment of any Purchase Price Adjustment payable to Purchaser, and the Monetizing Sponsors shall have no liability to the extent the Purchase Price Adjustment exceeds the Adjustment Escrow Amount. Purchaser and KM BRS will cause all amounts remaining in the Adjustment Escrow Account after payment of the Purchase Price Adjustment and the fees and expenses of the Accounting Referee payable by the Monetizing Sponsors pursuant to Section 1.5(d)(iii) to be promptly (and not later than three Business Days after the later of such payments) released to the Monetizing Sponsors (in accordance with the allocation set forth in the Escrow Agreement). (ii) Any Purchase Price Adjustment payable to the Monetizing Sponsors or Purchaser will be paid within ten Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section 1.5), which payment shall be made in immediately available funds by wire transfer pursuant to instructions provided in writing by the recipient of the funds.
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Payment of Closing Adjustment. The amount of the Closing Adjustment, if ----------------------------- any, shall be determined as follows: (i) if the Net Worth on the Closing Statement exceeds $30,351,363.04 (the Net Worth on the Adjusted February 28, 1997 Balance Sheet), then the Closing Adjustment shall be an amount equal to such excess and shall be paid to Seller by Buyer within five days after the Closing Adjustment is finally determined; or (ii) if the Net Worth on the Closing Statement is less than $30,351,363.04 (the Net Worth on the Adjusted February 28, 1997 Balance Sheet),then the Closing Adjustment shall be an amount equal to the difference between the Net Worth on the Closing Statement and such $30,351,363.04 and shall be paid to Buyer by Seller within five days after the Closing Adjustment is finally determined. The Closing Adjustment will be paid in cash by wire transfer of immediately available funds to such bank account of payee as payee may specify.
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Payment of Closing Adjustment. In the event that the amount of the Closing Adjustment is a positive number, then ▇▇▇ ▇▇▇▇▇▇ shall pay an amount equal to the Closing Adjustment to Post. In the event that the Closing Adjustment is a negative number, then Post shall pay an amount equal to the absolute value of the Closing Adjustment to ▇▇▇ ▇▇▇▇▇▇. Payments due pursuant hereto by ▇▇▇ ▇▇▇▇▇▇ or Post shall be paid in cash not later than five (5) Business Days following the date on which the Closing Date Statement is completed and the calculations hereunder become final and binding on the Parties under Section 2.6.
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Payment of Closing Adjustment. If the Closing Adjustment, as finally determined in accordance with this Section 1.4 (the “Final Closing Adjustment”) would have resulted in (i) a higher Closing Payment to Parent had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Purchaser will pay, or cause to be paid, to Parent the amount of the difference thereof, or (ii) a lower Closing Payment to Parent had the Final Closing Adjustment been substituted for the Estimated Closing Adjustment, Parent will pay to Purchaser the amount of the difference thereof (in each case, the “Purchase Price Adjustment”). The Purchase Price Adjustment will be paid within ten Business Days following the date on which the Preliminary Statement becomes the Final Statement (as determined in accordance with this Section 1.4), which payment will be made in immediately available funds by wire transfer pursuant to instructions provided in writing by the recipient of the funds.
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Related to Payment of Closing Adjustment

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

  • Post-Closing Adjustment (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

  • Closing Adjustments Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be final no later than six (6) months after Closing.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.