Post-Closing Adjustment to Closing Payment Clause Samples

The Post-Closing Adjustment to Closing Payment clause establishes a mechanism for recalculating the final purchase price after the transaction has closed, based on actual financial figures as of the closing date. Typically, this involves comparing estimated values used at closing—such as working capital, cash, or debt—to the actual amounts determined after closing, with any difference resulting in a payment from the buyer to the seller or vice versa. This clause ensures that both parties receive or pay a fair price that accurately reflects the business's financial position at closing, thereby addressing uncertainties and preventing disputes over valuation errors.
Post-Closing Adjustment to Closing Payment. The parties hereto agree that, they have resolved all objections and disagreements respecting determination of the Closing Date Balance Sheet and that based on the unaudited combined statement of assets and liabilities of the Business as of the Closing Date (the "Closing Date Balance Sheet"), Sellers and Shareholder, jointly and severally, agree to repay to Buyer an amount equal to $4,351,000 (the "Post-Closing Adjustment). The Post-Closing Adjustment shall be made by Sellers and Shareholder by wire transfer to the Buyer on the date of execution of this Second Amendment. The parties acknowledge that the Closing Date Balance Sheet shall be final and binding for purposes of determining the Purchase Price and the line items covered thereby shall not be considered matters subject to or providing the basis for indemnification pursuant to Section 8.03 of the Agreement except to the extent otherwise provided in Section 5(A)(b) hereof.
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Post-Closing Adjustment to Closing Payment. (a) As soon as practicable, but no later than August 31, 2021, Cavello shall deliver to ▇▇ ▇▇▇ the unaudited balance sheet of the Company as of June 30, 2021 (the “Final Balance Sheet”), which shall be prepared in accordance with U.S. generally accepted auditing principles, using the same accounting principles, methods, policies, practices and procedures as were used by the Company in preparing its audited balance sheet as of December 31, 2020, together with reasonable supporting documentation therefor. For a period of 30 days after delivery of the Final Balance Sheet (the “Review Period”), ▇▇ ▇▇▇ and its accountants and other representatives shall be permitted reasonable access at reasonable times to review the Company’s books and records and any work papers to the extent reasonably related to the review of the Final Balance Sheet. ▇▇ ▇▇▇ and its accountants and other representatives may make inquiries of Cavello, and its accountants and employees regarding questions concerning or disagreements with the Final Balance Sheet arising in the course of their review thereof, and Cavello shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause their respective accountants and employees to cooperate with and respond to such inquiries during the Review Period. ▇▇ ▇▇▇ may dispute the Final Balance Sheet by delivering a written notice of specifically disputed items (a “Balance Sheet Dispute Notice”) to Cavello on or prior to the end of the Review Period. Cavello and ▇▇ ▇▇▇ shall use commercially reasonable efforts to resolve any such dispute during the 30-day period commencing on the date Cavello receives the Balance Sheet Dispute Notice. If such disputed matters are resolved within such 30-day period, then the Final Balance Sheet, with such changes as are agreed in writing between Cavello and ▇▇ ▇▇▇, shall be deemed final, conclusive and binding on the parties for all purposes. If Cavello and ▇▇ ▇▇▇ do not obtain a final resolution within such 30-day period, then the items in dispute shall be submitted promptly to KPMG Audit Limited or, if KPMG Audit Limited declines such engagement, another internationally-recognized accounting firm reasonably agreed to by Cavello and ▇▇ ▇▇▇ (the “Accounting Firm”) for resolution. The Accounting Firm shall be instructed to render a determination, acting as an accounting expert and not an arbitrator, of the applicable dispute and the resulting Final Balance Sheet within 30 days (or such other ...
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Post-Closing Adjustment to Closing Payment. (a) For purposes of this Agreement:
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Post-Closing Adjustment to Closing Payment. As promptly as reasonably practicable after the Closing, Buyer shall determine, or cause to be determined, the Company’s Actual Working Capital and Actual Cash Balance as of the Working Capital Calculation Date and notify Representative thereof, together with a copy of an actual consolidated balance sheet of the Company and its Subsidiaries as of the Working Capital Calculation Date (the “Actual Closing Balance Sheet”) and Buyer’s work papers showing the calculation thereof. The Actual Closing Balance Sheet shall be prepared according to U.S. GAAP in accordance with consistently applied past practices of the Company and the definition of Actual Working Capital. Such determination shall be made in good faith and, absent manifest error, shall be binding and conclusive upon all parties hereto. Any payments made pursuant to this Section 2.4 will be treated as an adjustment to the Purchase Price. In the event that the Estimated Working Capital exceeds the Actual Working Capital or that the Estimated Cash Balance exceeds the Actual Cash Balance, Stockholders jointly and severally shall pay to Buyer, within five Business Days of the notification of the Actual Working Capital or Actual Cash Balance, an aggregate amount equal to the greater of such excesses (without any interest thereon), at the option of Buyer, in cash, the transfer and assignment of a number of shares of Buyer Common Stock then owned by them, or a combination thereof; provided that (x) any Buyer Common Stock transferred pursuant to this sentence shall be deemed to have the value per share of Buyer Common Stock equal to the lesser of the 40 day average closing price of the Buyer’s Common Stock as of the date such shares are transferred to Buyer, or $10.00 per share, and (y) each Stockholder, upon transferring such Buyer Common Stock, shall represent and warrant in writing to the Buyer that all such shares of Buyer Common Stock are free and clear of all Liens.
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Post-Closing Adjustment to Closing Payment 
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Related to Post-Closing Adjustment to Closing Payment

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • 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.

  • 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.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Manager based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Manager on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Manager on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.