Post-Closing Adjustment Payment Clause Samples

Post-Closing Adjustment Payment. (a) If the Final Merger Consideration is greater than the Closing Merger Consideration, (i) the Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Final Merger Consideration) pay to (A) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the amount equal to (x) such difference, minus (y) any fees, expenses and any portion thereof that would be due to a Dissenting Stockholder (such amount, the “Positive Adjustment Difference”) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (B) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount, and (C) the Surviving Company (for distribution to Optionholders in accordance with the terms (including the timing and manner of payment) of Section 1.03), the Optionholder Percentage of the Positive Adjustment Difference by wire transfer of immediately available funds to an account designated in writing by the Surviving Company to the Parent, and (ii) the Seller Representative and the Parent shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to (x) the Paying Agent (for distribution to the Common Stockholders), the Stockholder Percentage of the Purchase Price Escrow Amount (less any fees, expenses and any portion thereof that would be due to any Dissenting Stockholder) by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to each Common Stockholder its applicable portion thereof, (y) the Paying Agent (for distribution to the Warrantholder), the Warrantholder Percentage of the Purchase Price Escrow Amount by wire transfer of immediately available funds to an account designated in writing by the Paying Agent to the Parent, and the Paying Agent shall promptly distribute to the Warrantholder such amount and (z) the Surviving Company (for distribution to the holders of Options in accordance with the terms (including the timing and manner of pa...

Post-Closing Adjustment Payment. If the Final Merger Consideration is greater than the Closing Merger Consideration, the Purchaser shall promptly (but in any event within five (5) Business Days after the final determination of the Final Merger Consideration) pay, or cause to be paid, to the Paying Agent for further payment to the Sellers, on a pro rata basis according to each Seller’s Residual Percentage, the amount of such excess (less any applicable Management Holdback Escrow), by wire transfer of immediately available funds to the account or accounts designated by the Paying Agent and deposit with the Escrow Agent any amounts attributable to the Management Holdback Escrow. If the Final Merger Consideration is less than the Closing Merger Consideration, the Representative and the Purchaser shall promptly (but in any event within five (5) Business Days after the final determination of the Final Merger Consideration) cause the Escrow Agent to pay on behalf of the Sellers (on a pro rata basis according to each Seller’s Residual Percentage) to the Purchaser from the Escrow Account the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated in writing by the Purchaser to the Escrow Agent. Other than in the case of fraud (in which case a claim for fraud may only be asserted against the Person(s) that committed such fraud), the Sellers and the Representative shall not have any liability for any amounts due pursuant to Section 2.01 or this Section 2.02 except to the extent of the funds available from the Escrow Account.

Post-Closing Adjustment Payment. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the sum of (i) an amount (expressed as a positive or negative number) equal to the Working Capital Adjustment as finally determined pursuant to Section 2.11 minus the Working Capital Adjustment set forth in the Closing Payment Certificate; minus (ii) the amount (expressed as a positive or negative number) equal to the Company Transaction Expenses as finally determined pursuant to Section 2.11 minus the Company Transaction Expenses set forth in the Closing Payment Certificate; plus (iii) the amount (expressed as a positive or negative number) equal to the Cash as finally determined pursuant to Section 2.11 minus the Cash set forth in the Closing Payment Certificate; minus (iv) the amount (expressed as a positive or negative number) equal to the Company Debt as finally determined pursuant to Section 2.11 minus the Company Debt set forth in the Closing Payment Certificate. (b) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number, the Escrow Agent shall, within five (5) Business Days after the Final Resolution Date, deliver to Acquiror from the Working Capital Escrow Amount and, to the extent insufficient, from the Escrow Amount, a bank check, or wire transfer of immediately available funds to the account designated by Acquiror, in an aggregate amount equal to the Adjustment Amount. For the avoidance of doubt, no basket, threshold, cap, escrow or any other limitation shall apply to the adjustments in this Section 2.12. (c) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a positive number, Acquiror shall, within five (5) Business Days after the Final Resolution Date, (i) deliver to the Paying Agent for distribution to the Securityholders in accordance with the Closing Payment Certificate, a wire transfer of immediately available funds in an aggregate amount equal to the Adjustment Amount and (ii) instruct the Escrow Agent to release to the Paying Agent the Working Capital Escrow Amount for distribution to the Securityholders in accordance with the Closing Payment Certificate. (d) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number but the absolute value of such negative number is less than the Working Capital Escrow Amount, Acquiror shall, within five (5) Business Days after the Final Resolution Date, instruct the Escrow A...

Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within two (2) Business Days) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within two (2) Business Days) pay to the Purchaser the absolute value of such difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser to the Seller. For the avoidance of doubt, (a) clauses (a) and (b) of the Adjustment Amount Schedule shall not be subject to any adjustment pursuant to this Section 1.05, and (b) clause (c) of the Adjustment Amount Schedule shall be subject to adjustment pursuant to this Section 1.05.

Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) cause the Escrow Agent to pay to the Purchaser from the Escrow Account the amount of such difference by wire transfer of immediately available funds to one or more accounts designated by the Purchaser to the Seller. The Seller shall not have any liability for any amounts due pursuant to Section 1.04 or this Section 1.05 except to the extent of the funds available in the Escrow Account.

Post-Closing Adjustment Payment. The Buyer shall promptly (but in any event within five (5) Business Days) deliver to the Seller or its designee any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Buyer by wire transfer of immediately available funds to an account or accounts designated by the Seller. The Seller and the Buyer shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by (i) the Buyer an amount equal to any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Seller to the Buyer (other than any Working Capital Indemnity Amount for which the Buyer elects to seek indemnification directly from the Seller pursuant to Section 2.4(c)) and (ii) the Seller the Working Capital Escrow Amount less any amount paid to the Buyer pursuant to clause (i) (or, if such difference is less than zero, zero dollars) in accordance with the terms of the Escrow Agreement.

Post-Closing Adjustment Payment. The Final Post-Closing Adjustment shall be paid by the Seller to the Purchasers within five (5) Business Days as of (a) the date of receipt by the Purchasers of an Agreement Notice on the terms provided for herein; or (b) the Post-Closing Adjustment Determination Date, in both cases net of any withholding or deduction of any Tax or bank fees, by setting off the Withheld Amount against the amount of the Final Post-Closing Adjustment, and the positive balance of such set-off, if any, shall be paid to the Seller in domestic currency and immediately available funds, by means of electronic transfer of available funds - T▇▇ to the checking account held by the Seller to be timely indicated in writing. If the Withheld Amount is insufficient to satisfy the payment of the Post-Final Closing Adjustment, the missing amount shall be paid by the Seller to the Purchasers within the same term herein provided by means of electronic transfer of available funds - T▇▇ to the current accounts held by the Purchasers to be timely indicated in writing, net of any withholding or deduction of any Tax or bank charges, in domestic currency and in immediately available funds.

Post-Closing Adjustment Payment. (i) If the Final Purchase Price is greater than the Estimated Purchase Price, the Purchaser shall promptly (but in any event within five business days after the determination of the Final Purchase Price) 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 Final Purchase Price is less than the Estimated Purchase Price, the Seller shall promptly (but in any event within five business days after the determination of the Final Purchase Price) pay the Purchaser the amount of such shortfall, by wire transfer of immediately available funds to an account or accounts designated by the Purchaser. At any time in its sole discretion, the Purchaser may collect the amount of such shortfall from the Indemnity Escrow Account

Post-Closing Adjustment Payment. Any amounts payable pursuant to Section 2.03(c) above shall be paid promptly (but in any event within ten (10) business days) after such amounts are finally determined pursuant to Section 2.03(b) by wire transfer of immediately available funds to an account or accounts designated by the Sellers or Buyer, as applicable. In addition, if Buyer so elects in its sole discretion, Buyer may collect any amounts not paid by the Sellers pursuant to this Section 2.04 by making a claim against the Escrow Account.