Post-Closing Payment Clause Samples
The Post-Closing Payment clause defines the obligation for one party to make additional payments to the other after the main transaction has closed. Typically, this clause outlines the timing, calculation method, and conditions under which these payments are due, such as adjustments for working capital, earn-outs based on future performance, or resolution of contingent liabilities. Its core function is to ensure that any financial matters not fully settled at closing are addressed in a structured manner, thereby reducing the risk of disputes and ensuring both parties are fairly compensated according to the final terms of the deal.
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Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s calculation of the Adjustment Amount as of the Closing Date and, based thereon, a statement of Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.
(b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement.
(c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs.
(d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative sh...
Post-Closing Payment. Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Post-Closing Payment. If the Adjustment Amount exceeds the Estimated Adjustment Amount, Parent shall, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to WNR the amount by which the Adjustment Amount exceeds the Estimated Adjustment Amount. If the Adjustment Amount is less than the Estimated Adjustment Amount, Weyerhaeuser shall cause WNR to, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to Parent the amount by which the Estimated Adjustment Amount exceeds the Adjustment Amount. Any payment made pursuant to this Section 5.04 shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Post-Closing Payment. (i) As promptly as practicable after the end of the calendar month in which the Deemed Closing Date occurs, Purchaser will post all entries and close Company's books as of the end of such month. Financial statements for Company as of the Deemed Closing Date will be prepared based upon the assumption that Company's profit and loss for the month in which the Deemed Closing Date occurs will be allocated between Purchaser and Stockholders based upon the number of days in the month that each owned or is deemed to have owned the Company Stock. Purchaser's first day of ownership of the Company Stock will be the Closing Date, unless the Closing does not occur by December 31, 1997, in which case Purchaser's first day of ownership will be deemed to be January 1, 1997. -----------------------
(1) Expressed as a percentage of the Stock Component.
(ii) As promptly as practicable following the preparation of Company's financial statements as of the Deemed Closing Date, and in no event later than the last day of the month next following the month in which the Deemed Closing Date occurs, Purchaser shall prepare and submit to Stockholders a schedule setting forth the Company Operating Profit for the period beginning on January 1, 1997 and ending on either (aa) the date preceding the Closing Date or (bb) if the Closing does not occur by December 31, 1997, then December 31, 1997 (the "Measurement Period"), the Distributable Cash generated during the Measurement Period and the Restricted Payments made by Company to Stockholders during the Measurement Period (the "Cash Report"). Representative of Stockholders shall have access to Company's books and records in order to verify the accuracy of the Cash Report. The parties shall endeavor to resolve any disagreements relating to the Cash Report by the end of the second calendar month following the month in which the Deemed Closing Date occurs. If all disagreements relating to the Cash Report cannot be resolved by the parties, all matters in dispute (collectively, the "Disputed Matter") shall be resolved by arbitration as set forth in Section 2.4(iii).
(iii) Any Disputed Matter shall be promptly submitted to and reviewed by Deloitte & Touche LLP, or other nationally recognized independent accounting firm mutually acceptable to Stockholders and Purchaser ("Arbitrator"). The Arbitrator shall consider only the Disputed Matter and shall act promptly to resolve in writing the Disputed Matter. The Arbitrator's decision with respect to th...
Post-Closing Payment. If the Net Worth Adjustment is a positive amount, the Holdback Amount shall be paid to Seller (along with any interest accrued thereon) and Buyer shall pay the Net Worth Adjustment to Seller.
Post-Closing Payment. (a) In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is greater than the Closing Payment, Buyer shall pay Seller an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is less than the Closing Payment, Seller shall, and Parent shall cause Seller to, pay Buyer an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall (i) be made by wire transfer of immediately available funds and (ii) include interest on the amount required to be paid at the Applicable Rate, compounded annually on the basis of a year of 365 days, from (and including) the Closing Date to (but excluding) the date such payment is made.
(b) No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Parent a statement (the “Closing Statement”) consisting of (i) a balance sheet of the Company as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the transactions contemplated by this Agreement that are to occur at or immediately prior to the Closing, (ii) a calculation (in reasonable detail) of the amount of the Adjusted Statutory Book Value, the Adjusted Statutory Book Value Target, each as of the Effective Time, Closing Indebtedness and Transaction Expenses each as of the Closing Date, derived from such balance sheet (provided that for purposes of such calculation, the Adjusted Statutory Book Value will reflect any payment of Closing Indebtedness or Transaction Expenses made by the Company between the Effective Time and the Closing) and (iii) the items of adjustment to the Base Price to arrive at the Closing Payment pursuant to Section 2.4(b) based on the Closing Statement as of the Effective Time (the amount based thereon, the “Final Closing Payment”). The Closing Statement shall be (i) in the same format as the Pro Forma Closing Statement; (ii) accompanied by work papers and other supporting documentation with respect to the calculation of the amounts set forth thereon; and (iii) accompanied by a written certificate of the chief financial or accounting officer of the Company certifying that the Closing Statement (x) was...
Post-Closing Payment. Subject and pursuant to the following provisions of this Section 2.5, Purchaser shall pay up to an aggregate of $3,000,000 (the “Maximum Earn-Out Amount”) to the Selling Members as additional purchase consideration (the “Earn-Out Payments”).
Post-Closing Payment. Promptly (but not later than five (5) Business Days) after the final and binding determination of the Closing Net Working Capital as set forth in Section 2.3(c)(iii):
(i) if Closing Net Working Capital is less than the Estimated Net Working Capital, then the Purchase Price shall be reduced by the amount by which the Closing Net Working Capital is less than the Estimated Net Working Capital and the Seller shall pay by wire transfer to an account designated by the Buyer such amount.
(ii) if Closing Net Working Capital is greater than the Estimated Net Working Capital, then the Purchase Price shall be increased by the amount by which the Closing Net Working Capital is greater than the Estimated Net Working Capital and the Buyer shall pay by wire transfer to an account designated by the Seller such amount.
Post-Closing Payment. Pubco will use its best efforts to, after three (3) months following the Closing Date, make a cash payment of $20,000 to ▇▇▇▇ ▇▇▇▇▇▇▇.
Post-Closing Payment. (a) After the Closing Date, Buyer shall use its reasonable best efforts to raise at least $3,118,615 in cash in exchange for the issuance of Buyer Stock pursuant to one or more capital-raising transactions within the first anniversary of the Closing Date (including any such issuance occurring after the Closing pursuant to an agreement entered into on or prior to the Closing Date) (the “Post-Closing Capital Raises”). As used herein, “Buyer Equity Securities” means shares of Buyer Stock or any debt, equity, option, warrant, right or other security that is “linked” to Buyer Stock (including any debt, equity, option, warrant, right or other security that is convertible into, exchangeable for, or exercisable for, as the case may be, Buyer Stock). For the avoidance of doubt, issuance of warrants by Buyer to its consultants or other service providers in the ordinary course of business consistent with past practices for services rendered will not constitute a Post-Closing Capital Raise.