Common use of Payments of Post-Closing Adjustment Clause in Contracts

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 Working Capital 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 as is directed by Buyer or Seller, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (X) from the Purchase Price Adjustment Escrow Fund, and (Y) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to six percent (6%) per annum. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.

Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the any 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 Working Capital 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 as is directed by Buyer or Seller, as the case may be. Such payment shall be due: (A) if there are no Disputed Amounts, within five Business Days of acceptance of the applicable Closing Working Capital Statement, or (B) if there are Disputed Amounts, as to the Undisputed Amounts then on or before the fifth Business Day after the last day of the Resolution Period, and as to Disputed Amounts, on or before the fifth Business Day after the resolution described in clause (v) above. Any payment (including interest) of the Post-Closing Adjustment owed by Seller to Buyer and not promptly paid by Seller shall be paid to Buyer by the Escrow Agent from the Escrow Amount pursuant to the terms of the Escrow Agreement: (X) from the Purchase Price Adjustment Escrow Fund, and (Y) to the extent Seller shall reimburse the amount of any such payment to the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow FundAgent immediately with interest calculated as set forth herein. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to date on which the payment is finally determined and due (or in the case of reimbursement of the Escrow Agent, from and including the date the Escrow Agent made payment to the Buyer), to but excluding the date of payment at a rate per annum equal to six four percent (64%) per annum. Such interest shall be calculated daily on the basis of a 365-365 day year and the actual number of days elapsed, without compounding.

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 days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Working Capital Disputed Amounts, then within five (5) Business Days days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or SellerSellers, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller Sellers to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (Xi) from the Purchase Price Adjustment Escrow Fund, ; and (Yii) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund. Thereafter, any funds remaining in the Purchase Price Adjustment Escrow Fund shall be disbursed to Sellers. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including but excluding the date of payment at a rate per annum equal to six percent (610%) per annum. Such interest shall be calculated daily on the basis of a 365-365 day year and the actual number of days elapsed.

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 Working Capital 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 as is directed by Buyer or SellerSeller Representative, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller Sellers to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (Xi) from the Purchase Price Adjustment Escrow Fund, ; and (Yii) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, pursuant to a deduction from future amounts owned Sellers as provided under 2.08(g) or, at Buyer’s election, from the Indemnification Escrow Fund. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including but excluding the date of payment at a rate per annum equal to six percent (65%) per annum. Such interest shall be calculated daily on the basis of a 365-365 day year and the actual number of days elapsed, without compounding.

Payments of Post-Closing Adjustment. Except (i) If the Closing Date Payment is less than the Estimated Closing Date Payment (the difference referred to herein as otherwise the “Overpayment Amount”), Seller shall promptly pay or cause to be paid to Buyer, in the manner and with interest as provided herein, any payment of the Overpayment Amount. If the Closing Date Payment is greater than the Estimated Closing Date Payment (the difference referred to herein as the “Underpayment Amount”), Buyer shall promptly pay or cause to be paid to Seller, in the manner and with interest as provided herein, the Underpayment Amount. Any payments pursuant to this Section 2.04(c)(i) (the “Post-Closing Adjustment”), together with interest calculated as set forth belowin Section 2.04(c)(ii), shall (A) be due (x) made within five (5) ten Business Days of acceptance after the final determination of the applicable Closing Working Capital Statement or (y) if there are Working Capital Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; Date Payment and (B) shall be paid made by wire transfer of immediately available funds to such the account as is directed by of Buyer or Seller, as the case may be. Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall be paid , as designated by the Escrow Agent pursuant to the terms of the Escrow Agreement: party receiving such payment. (Xii) from the Purchase Price Adjustment Escrow Fund, and (Y) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including but excluding the date of payment at a rate per annum equal to six percent (6%) per annumthe “prime rate” then in effect as published in The Wall Street Journal. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.