Closing Date Cash Payment Adjustment Sample Clauses
Closing Date Cash Payment Adjustment. If the final Statement of Closing Date Calculations shows that the Excess Closing Cash and Cash Equivalents is less than Excess Cash and Cash Equivalents in the initial Statement of Closing Date Calculations, Buyer may deduct the difference from the Post-Closing Payment (but only to the extent that such difference has not been accounted for pursuant to Section 1.5(a)). Conversely, if the final Statement of Closing Date Calculations shows that Excess Closing Cash and Cash Equivalents is (i) more than $10,000 above Excess Cash and Cash Equivalents in the initial Statement of Closing Date Calculations, Buyer shall deliver payment of the difference to the Paying Agent, by wire transfer, for distribution by the Paying Agent to the Sellers based on their percentage ownership of capital stock of the Company as of the Closing Date, within two Business Days of Buyer’s delivery of the final Statement of Closing Date Calculations, or (ii) less than $10,000 above Excess Cash and Cash Equivalents in the initial Statement of Closing Date Consideration, Buyer shall adjust the Post-Closing Payment accordingly.
Closing Date Cash Payment Adjustment. ▇▇▇▇▇▇ shall, in good faith, prepare and deliver to GTEI not less than three (3) business days prior to Closing an estimate of (a) the distributions of property made by Argosy to any Limited Partner or AEC for any reason between January 1, 2006 and the Closing Date (the “Partner Distributions”); and (b) the ▇▇▇▇▇▇ Expenses incurred by Argosy at any time prior to the Closing Date. The Partner Distributions shall not exceed a value of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) without the prior written consent of GTEI. The Closing Date Cash Payment shall be adjusted downwards in the amount of the sum of (i) any Partner Distributions that exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) (the “Excess Partner Distributions”), whether or not such Excess Partner Distributions were approved in advance by GTEI; plus (ii) the amount of the ▇▇▇▇▇▇ Expenses paid by Argosy. Notwithstanding the other provisions of this Section 1.6, (i) Partner Distributions shall not include (A) the Aviva Payoff, (B) any payments made to Aviva after August 19, 2005, (C) payments made by Argosy under the Redemption Agreements effective April 1, 2006 between Argosy and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, respectively, (D) the transfer of the workstation and related software and files, and (E) any dividends or transfers from AEC to ▇▇▇▇▇▇; and (ii) the aggregate amount of the Excess Partner Distributions shall increase by $25,000 per day for each day the Closing is delayed (other than as a result of the events described in Sections 12.2(c), 12.2(e) or 12.2(f)) after June 30, 2006, without affecting the Purchase Price.
Closing Date Cash Payment Adjustment