Payment of Post-Closing Adjustment Sample Clauses
The Payment of Post-Closing Adjustment clause outlines the process for settling any financial discrepancies that arise after the closing of a transaction, such as a merger or acquisition. Typically, this clause specifies how the final purchase price will be adjusted based on factors like working capital, debt, or other agreed-upon metrics, and sets deadlines for calculating and paying any resulting amounts. Its core function is to ensure that both parties are fairly compensated for changes in the business’s financial position between signing and closing, thereby reducing the risk of disputes and ensuring a smooth financial transition.
Payment of Post-Closing Adjustment. (i) The Closing Merger Consideration shall be adjusted, which adjustment may be positive or negative (the “Post-Closing Adjustment”), in the amount, if any, of the sum of (A) the Post-Closing Working Capital Differential, plus (B) the Post-Closing Indebtedness Differential, plus (C) the Post-Closing Transaction Expenses Differential, plus (D) (1) the Post-Closing Cash Differential, minus (2) the Pre-Closing Cash Differential.
(ii) If the Post-Closing Adjustment is a negative number, Securityholders’ Representative shall, within two (2) Business Days after Parent’s written notice of the deficiency, disburse, or cause to be disbursed from the Net Working Capital Fund, on behalf of Securityholders, to Parent, the absolute value of the amount of Post-Closing Adjustment. In the event that Securityholders’ Representative fails to pay all or part of the Post-Closing Adjustment within the time specified in the immediately preceding sentence or the Net Working Capital Fund is insufficient to pay the entire amount of the Post-Closing Adjustment, Parent may deliver a written notice to Escrow Agent and the Securityholders’ Representative specifying such unpaid amount, and Escrow Agent shall pay such amount out of the Escrow Amount; provided, that (a) Securityholders’ Representative shall promptly restore, from the Net Working Capital Fund, the Escrow Account to the extent any funds are deducted from the Escrow Amount and retained by Parent and (b) Securityholders shall remain liable, in proportion to their respective allocation of the Merger Consideration, for any portion of the Post-Closing Adjustment that is not paid to Parent. No failure on the part of Parent to deliver a notice as specified in the immediately preceding sentence shall relieve any of Securityholders’ obligations to pay the amount of such deficiency to Parent.
(iii) If the Post-Closing Adjustment is a positive number, then Parent shall, within two (2) Business Days after the final determination of the Post-Closing Adjustment, deposit with Paying Agent, for distribution to the Stockholders, Warrantholders and RSU Holders, in accordance with their respective Pro Rata Shares, such Securityholders’ aggregate Pro Rata Share of the Post-Closing Adjustment.
Payment of Post-Closing Adjustment. (i) Following the final determination of the Closing Adjustment in accordance with Section 2.03(c), the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the “Post-Closing Adjustment”) shall be paid to Seller Representative, if the recalculated Purchase Price is greater, or to Buyer, if the original Purchase Price is greater.
(ii) Payments to Seller Representative shall be paid by Buyer via wire transfer of immediately available funds to such account as is directed by Seller Representative by the Post-Closing Payment Date. Payments to Buyer shall be paid (1) first from the Closing Adjustment Escrow Amount; (2) then, to the extent the Closing Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount; (3) then, to the extent the Closing Adjustment Escrow Amount and Indemnity Escrow Amount are insufficient, directly from Seller Representative on behalf of Seller to Buyer via wire transfer of immediately available funds to such account as is directed by Buyer; in each case, by the Post-Closing Payment Date.
(iii) The balance of the Closing Adjustment Escrow Amount after making the payments contemplated under Section 2.03(d)(ii), if any, shall be disbursed to Seller Representative for the benefit of Seller by the Post-Closing Payment Date. For the avoidance of doubt, if no payment is due to Buyer pursuant to this Section 2.03(d), the entire Closing Adjustment Escrow Amount shall be disbursed to Seller Representative for the benefit of Seller.
(iv) Any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, or disbursement from the Closing Adjustment Escrow Amount or the Indemnity Escrow Amount, as the case may be, shall be due (x) within five Business Days of acceptance of the Post-Closing Statement or Statement of Objections, as applicable, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(v) (the ACTIVE 209289734v.13 “Post-Closing Payment Date”). The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition on the Closing Date. Such interest shall be calculated daily on the basis of a 365 day year and...
Payment of Post-Closing Adjustment. Any payment required pursuant to Section 2.16(d)(i) shall be made as soon as practicable, and in any case within five (5) Business Days, after the party or parties required to make such payment receives payment instructions from the other party. If any payment is not made on or prior to such date, such unpaid amount shall thereafter bear interest at the prime rate as published in the Wall Street Journal Table of Money Rates on such date and the non-paying party or parties shall reimburse the other party for the reasonable costs and expenses actually incurred in connection with the collection of such amounts.
Payment of Post-Closing Adjustment. Within 10 Business Days following the final determination of all of the Calculations, the following payments shall be made:
(a) The calculation made pursuant to Section 1.6(a) shall be redone by substituting Final Closing Revenue Run-Rate for Closing Revenue Run-Rate (the “Substitute Calculation”).
(i) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is greater than the reduction at the Closing calculated pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the difference between (i) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation and (ii) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate.
(ii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in a reduction to the Closing Payment Amount that is less than the reduction calculated at the Closing pursuant to Section 1.6(a) but still results in a reduction to the Closing Payment Amount, then the Buyers shall pay to the Sellers an amount equal to the difference between (1) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated at the Closing using the Closing Revenue Run-Rate and (2) the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation.
(iii) If there was a reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being no reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Buyers shall pay to the Sellers an amount equal to the reduction to the Closing Payment Amount calculated at the Closing pursuant to Section 1.6(a).
(iv) If there was no reduction to the Closing Payment Amount pursuant to Section 1.6(a) at the Closing and the Substitute Calculation results in there being a reduction to the Closing Payment Amount pursuant to Section 1.6(a), then the Sellers shall pay to the Buyers an amount equal to the reduction to the Closing Payment Amount pursuant to Section 1.6(a) calculated using the Substitute Calculation.
(b) The calculation made pursuant to Section 1.6(b) shall be redone by substituting Final Working Capital for the S...
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a Shortfall, Newco shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, (A) deduct the amount of the Post-Closing Adjustment from the Holdback Amount, and (B) disburse any remaining balance of the Holdback Amount as provided in Section 2.07. If such Shortfall is greater than the Holdback Amount, then Newco shall credit against the balance of the Convertible Note the amount by which such Shortfall exceeds the Holdback Amount.
(ii) If the Post-Closing Adjustment is an Excess, Newco shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, distribute an amount equal to such Excess, together with the Holdback Amount, as provided in Section 2.07.
Payment of Post-Closing Adjustment. (a) If (i) the portion of the Estimated Cash Purchase Price allocated to any Selling Entity in the Closing Estimates Statement exceeds the portion of the Cash Purchase Price as finally determined pursuant to, and in accordance with, Section 2.08 (the “Final Cash Purchase Price”) allocated to such Selling Entity, the Sellers shall pay, or shall cause the applicable Selling Entity to pay, Buyer the amount of such excess, and (ii) the portion of the Final Cash Purchase Price allocated to any Selling Entity exceeds the portion of the Estimated Cash Purchase Price allocated to such Selling Entity in the Closing Estimates Statement, Buyer shall pay to the applicable Selling Entity the amount of such excess (the excess amounts referred to in each of clauses (i) and (ii), the “Post-Closing Adjustment Amounts”).
(b) Any Post-Closing Adjustment Amounts shall be paid in cash in U.S. dollars by wire transfer of immediately available funds within three (3) Business Days after the final determination of the Post-Closing Adjustment Amounts in accordance with this Section 2.09 to an account or accounts designated by the Party receiving payment.
Payment of Post-Closing Adjustment. If the Sellers are required to pay to the Purchaser a post closing payment pursuant to Section 4.6, such amount shall be disbursed from the Deposit Trust, and, on the Final Resolution Date (or, if no notice of dispute is given within 20 days after the Closing as provided above, on the 21st day after the Closing), the remainder of the Deposit Trust, if any, shall be disbursed to the Sellers in accordance with Section 4.5(b). The Sellers shall be liable, jointly and severally, for any payments due as determined pursuant to Section 4.6.
Payment 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 be due (x) within 5 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within 5 Business Days of the resolution described in clause (v) above.
(i) If the Post-Closing Adjustment as finally determined pursuant to this Section 2.03 is a positive number, the Buyer shall promptly (but in any event within 5 Business Days after the final determination thereof) deliver to the Seller the amount of such excess by wire transfer of immediately available funds to an account or accounts designated by the Seller.
(ii) If the Post-Closing Adjustment as finally determined pursuant to this Section 2.03 is a negative number (the “Purchase Price Overpayment”), the Seller shall promptly (but in any event within 5 Business Days after the final determination thereof) deliver to the Buyer the amount of such Purchase Price Overpayment by wire transfer of immediately available funds to an account or accounts designated by the Buyer.
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment, as finally resolved, is a negative number, then any amounts owing by the Shareholder pursuant to this Section 6.6(d)(i) shall be offset against the Cash Holdback Portion.
(ii) If the Post-Closing Adjustment, as finally resolved, is a positive number, then Buyer shall pay, no later than five (5) Business Days after the Post-Closing Adjustment is finally resolved the Post-Closing Adjustment to the Shareholder in immediately available funds.
(iii) Any payments made pursuant to this Section 6.6(d) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Payment of Post-Closing Adjustment. If the Post-Closing Adjustment (a) is a positive amount (the amount of such positive amount being, the “Positive Adjustment Amount”), then the Buyer shall issue, and the Seller shall subscribe for, an additional amount of Vendor Loan Notes which have an aggregate principal value equal to the Shortfall Note Amount (the “Shortfall Notes”) and the subscription price payable by the Seller for the Shortfall Notes shall be satisfied in full by setting off such amount against the Buyer’s obligation in respect of the Positive Adjustment Amount (which Shortfall Notes are issued by the Buyer to the Seller in satisfaction of the Buyer’s obligations pursuant to Article IV to pay the portion of the consideration due to the Seller with respect to the Post-Closing Adjustment and the Positive Adjustment Amount, and the aggregate principal amount of Shortfall Notes that are required to be issued by the Buyer, after giving effect to such set-off, shall in all cases be equal to the Shortfall Notes Amount), on the date that the Final Closing Statement becomes final and binding pursuant to Section 4.02, or (b) is a negative amount (the amount of such positive amount being, the “Negative Adjustment Amount”), the Buyer shall automatically and irrevocably redeem and cancel, on the date that the Final Closing Statement becomes final and binding pursuant to Section 4.02, such principal amount of Vendor Loan Notes issued to the Seller as have an aggregate principal value equal to the Negative Adjustment Amount (the “Surplus Notes”) and (i) the redemption price payable by the Buyer for the Surplus Notes shall be satisfied by setting off such amount against the Seller’s