Client Consents Adjustment Sample Clauses

Client Consents Adjustment. (a) Seller represents and warrants that Schedule 1.5 sets forth a complete and accurate list of its Signing Date Clients, together with the Signing Date Fee Revenues attributable to each. The Aggregate Signing Date Fee Revenues reflected on Schedule 1.5 are $11,275,579. If, at Closing, the Company shall have received Client Consents from Signing Date Clients representing aggregate Signing Date Fee Revenues that are less than 95% of Signing Date Fee Revenues, then at Closing an amount (the “Client Consents Holdback”) shall be retained by Buyer, and not then paid over to Seller, equal to the excess of (i) $27,974,000.00 over (ii) the product of (x) $27,974,000.00 times (y) a fraction, the numerator of which is the aggregate Signing Date Fee Revenues represented by Signing Date Clients from whom Client Consents have then been received and the denominator of which is an amount equal to 95% of Aggregate Signing Date Fee Revenues. (b) Seller shall, not later than the close of business on the second business day preceding the scheduled Closing Date, deliver to Buyer a certificate (the “Closing Client Consents Certificate”) setting forth a list of all Signing Date Clients from whom Client Consents have been received and the amount of the Client Consents Holdback, if any, associated therewith, together with supporting calculations and such additional supporting documentation as Buyer may request. If Buyer disagrees with Seller’s proposed amount for the Client Consents Holdback, Buyer shall provide Seller with written notice of such disagreement (the “Client Consents Holdback Notice”), setting forth Buyer’s determination as to the proper amount of the Client Consents Holdback. Buyer shall then reduce the Purchase Price at Closing by the amount of the Client Consents Holdback set forth in the Client Consents Holdback Notice. (c) Seller shall have an additional 60 day period after Closing in which it shall use all commercially reasonable efforts to obtain, and Buyer shall cooperate with Seller in soliciting, Client Consents from all remaining Clients. If, on the 61st day following the Closing Date, the Company shall have received Client Consents from Signing Date Clients representing aggregate Signing Date Fee Revenues that are less than 95% of Signing Date Fee Revenues, then the Purchase Price shall be reduced by an equal to the excess of (i) $27,974,000.00 over (ii) the product of (x) $27,974,000.00 times (y) a fraction, the numerator of which is the aggregate Signi...