Payment of Post-Closing Consideration Sample Clauses

The Payment of Post-Closing Consideration clause defines the obligation of one party, typically the buyer, to make additional payments to the seller after the initial closing of a transaction. This clause outlines the conditions under which such payments are triggered, such as the achievement of certain financial targets, resolution of outstanding liabilities, or completion of post-closing adjustments. By specifying the timing, calculation methods, and procedures for these payments, the clause ensures both parties have a clear understanding of their ongoing financial responsibilities and helps prevent disputes related to post-closing financial obligations.
Payment of Post-Closing Consideration. (a) The Second Payment. (i) 2021 Statement Within fifteen (15) Business Days after the completion of the 2021 Financial Statements, Buyer shall provide to Sellers a statement of Buyer’s good faith calculations of Revenue and Gross Profit for the calendar year of 2021, to be derived from the 2021 Financial Statements (the “2021 Statement”). Buyer shall cause the 2021 Financial Statements to be completed no later than thirty (30) days following December 31, 2021. Buyer shall provide to Sellers a copy of the 2021 Financial Statements and copies of such records and work papers used or created in connection with the preparation of the 2021 Statement which are reasonably required to support such 2021 Statement.
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Payment of Post-Closing Consideration. (a) The Second Payment. (i) 2022 Profit Statement Within fifteen (15) Business Days after the completion of the financial statements for the calendar year of 2022 for the Company (the “2022 Financial Statements”), Buyer shall provide to Sellers a statement of Buyer’s good faith calculations of Net Profit for the calendar year of 2022, to be derived from the 2022 Financial Statements (the “2022 Profit Statement”). Buyer shall provide to Sellers materials as reasonably required to support such 2022 Profit Statement.
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Payment of Post-Closing Consideration. No later than July 10, 2007, Purchaser shall deliver, or cause to be delivered by the Exchange Agent, to each Member who held Company Units immediately prior to the Closing as reflected in the Spreadsheet, and who has delivered a Letter of Transmittal and those other documents of transfer referenced in Section 1.8(b) hereof, (i) by check or wire transfer in immediately available funds in accordance with the instructions of such Member set forth in the Spreadsheet, an amount of cash equal to the portion of the Total Earn-Out Cash Consideration payable to such Member pursuant to Section 1.6(a)(i)(2)(a) hereof, and (ii) a certificate representing the number of shares of Purchaser Common Stock equal to the portion of the Total Earn-Out Stock Consideration issuable to such Member pursuant to Section 1.6(a)(i)(2)(b) hereof, plus any cash payable in lieu of a fractional share pursuant to Section 1.8(f) hereof.” (b) The definition of “Total Earn-Out Cash Consideration” set forth in Section 8.1 of the Prior Agreement is deleted in its entirety and replaced with the following:
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Payment of Post-Closing Consideration. (a) The Second Stock Payment. (i) 2023 Profit Statement Within fifteen (15) Business Days after the completion of the Audit Report for the calendar year of 2023 for the Company (the “2023 Financial Statements”) by the Third Party Auditor, the Buyer shall provide to the Seller a statement of Net Profit for the calendar year of 2022 and 2023, to be derived from the 2022 Financial Statements and 2023 Financial Statements (the “2022 and 2023 Profit Statements”) based on Audit Reports for 2022 and 2023. (ii) Adjustment to the Second Stock Payment (A) If the value of total Net Profit of the main operation as shown in the Final 2022 and 2023 Profit Statements (the “2022 and 2023 Actual Profit”) equals or exceeds RMB 8,000,000 (the “2022 and 2023 Profit Target”), the Second Stock payment, 1,000,000 Parent Shares shall be released to the Seller pursuant to Section 2.3(b). (B) If the 2022 and 2023 Actual Profit equals or exceeds RMB 10,000,000, the Buy and the Seller agree to release a part of the Third Stock Payment in advance as the follow formula: x = 2022 and 2023 Actual Profit – 2022 and 2023 Profit Target × 1,000,000 2022 to 2024 Profit Target − 2022 and 2023 Profit Target (C) If the 2022 and 2023 Actual Profit is between RMB 6,000,000 and RMB 7,999,999, the Second Stock Payment shall be the result of 1,000,00 Parent Shares × (2022 and 2023 Actual Profit / 2022 and 2023 Profit Target). (D) If the 2022 and 2023 Actual Profit is less than RMB 5,999,999, the Second Stock Payment shall be suspended. (iii) Payment of the Second Stock Payment. The Second Stock Payment, as adjusted pursuant to Section 2.6(a)(ii), shall be released to the Seller and the Third Party Beneficiaries within thirty (30) days of the 2022 and 2023 Profit Statements Delivery Date (the “Second Payment Date”) per a schedule provided by the Seller, unless otherwise agreed upon by the parties. (b) The Third Stock Payment. (i) 2024 Profit Statement Within fifteen (15) Business Days after the completion of the Audit Report for the calendar year of 2024 for the Company (the “2024 Financial Statements”) by the Third Party Auditor, the Buyer shall provide to the Seller a statement of Net Profit for the calendar year of 2024, to be derived from the 2024 Financial Statements (the “2024 Profit Statement”) based on Audit Reports for 2024.
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Payment of Post-Closing Consideration. (a) The Second Payment. (i) The Company should meet the following conditions: (A) To assist the tailored job readiness training services business (one of main businesses of the Buyer) development; (B) To assist new products of Smart Campus (one of main businesses of the Buyer) R&D, testing and trial; (C) To complete the task of teaching and research required by the Buyer; (D) To ensure the quality of teaching for FMP and Strait College; (E) Either total incomes or net profit equals or exceeds 10% of total incomes or net profit of 2021 of the Company; and (F) To ensure management and personnel stability. (ii) Payment of the Second Payment. Once the conditions are met pursuant to Section 2.6(a)(i), the Second Payment shall be paid to the Sellers within ten (10) days of the confirmation by the Sellers and the Buyer (the “Second Payment Date”) . (b) The Third Payment. (i) The Company should meet the following conditions: (A) To ensure the quality of teaching for FMP and Strait College; (B) Either total incomes or net profit equals or exceeds 20% of total incomes or net profit of 2021 of the Company; and (C) To ensure management and personnel stability (ii) Payment of the Third Payment Once the conditions are met pursuant to Section 2.6(b)(i), the Third Payment shall be paid to the Sellers within ten (10) days of the confirmation by the Sellers and the Buyer (the “Third Payment Date”).
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Payment of Post-Closing Consideration. (i) Two Million Four Hundred Eighty-Two Thousand Fifty-One U.S. Dollars ($2,482,051.00) shall be paid to the Management Sellers by wire transfer of immediately available funds, on a pro rata basis in accordance with the relative membership interests in the Company held by such Management Sellers immediately prior to Closing, in three (3) equal installments on each of the first three (3) anniversaries of the Closing Date, subject to the terms and conditions contained in each Management Employee’s Management Employment Agreement. (ii) ▇▇▇▇▇ Brothers shall withhold from the amounts otherwise payable at Closing the sum of Three Hundred Eighty-Four Thousand U.S. Dollars ($384,000.00) (the “Holdback Amount”). At the end of twelve (12) months following the Closing Date (the “Holdback Period”), ▇▇▇▇▇ Brothers shall determine the revenues generated during such twelve (12) month period by the employees listed on Schedule 2.2(e)(ii) (or any persons who may replace such employees). If such revenues equal or exceed Four Million Five Hundred Seventy-Five Thousand U.S. Dollars ($4,575,000.00), then the Holdback Amount shall be paid to the Sellers on a pro rata basis in accordance with the relative membership interests in the Company held by such Sellers immediately prior to Closing; if such revenues are less than Four Million Five Hundred Seventy-Five Thousand U.S. Dollars ($4,575,000.00), then the Holdback Amount shall be retained by ▇▇▇▇▇ Brothers. Any portion of the Holdback Amount payable to the Sellers shall be paid within thirty (30) days following the end of the Holdback Period and shall be paid to the accounts designated by the Sellers through the Sellers’ Representative for the receipt of the Closing Cash Consideration identified in Section 2.2(b)(i), unless a substitute account is designated by a Seller through the Sellers’ Representative prior to distribution of the Holdback Amount.
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Payment of Post-Closing Consideration. Provided that, in the Buyer’s reasonable discretion, the Final Statements are not materially different than the unaudited financial statements referred to in Section 4.4, then, no later than 15 business days following the latest of (a) the Closing Date, (b) the Final Appraisal Date, or (c) the Final Statement Date, Buyer shall deliver to each of the Sellers their Proportionate Percentage of each of (y) the Target Cash Consideration plus the Adjustment Amount; and (z) 1,000,000 Buyer Shares.
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Payment of Post-Closing Consideration. The Post-Closing Consideration Amount shall be paid as follows: (a) Parent shall issue and deliver the Post-Closing Parent Shares as soon as practicable after the ninetieth (90th) day following the Closing (but in no case more than 104 days following Closing) by submitting a letter of instruction in the form attached hereto as Exhibit D to Standard Registrar that directs Standard Registrar to issue and deliver: (i) to the Escrow Agent a stock certificate registered in the name of Seller that represents the number of shares of Parent Common Stock that is equal to TWENTY FIVE PERCENT (25%) of the number of Post-Closing Parent Shares (the “Post-Closing Escrow Shares”) and such shares shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; and (ii) to Seller a stock certificate registered in the name of Seller that represents the number of shares of Parent Common Stock equal to (A) the Post-Closing Parent Shares minus (B) the Post-Closing Escrow Shares; and (b) Purchaser shall pay the Post-Closing Cash Consideration on the ninetieth (90th) day following the Closing as follows: (i) Purchaser shall deposit 50% of the Escrow Cash by wire transfer of immediately available funds into an account designated by the Escrow Agent and such amount shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement; and (ii) Purchaser shall pay the remainder of the Post-Closing Cash Consideration (after deduction of the amount set forth in (i) above) by wire transfer of immediately available funds to the Seller Wire Account.
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Payment of Post-Closing Consideration. The post-Closing consideration shall be paid as follows:
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Related to Payment of Post-Closing Consideration

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • 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.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.