Closing Payment and Post-Closing Adjustments Sample Clauses

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25, 2017, Sellers shall prepare and deliver to Purchaser, a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ good faith estimate of the Adjusted Purchase Price as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, (ii) the Persons, accounts, and amounts of disbursements that Sellers designate and nominate to receive the Closing Payment, and (iii) the wiring instructions for all such payments and disbursements. Sellers shall supply to Purchaser reasonable documentation in the possession of Sellers or any of their respective Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017, Purchaser will deliver to Sellers a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing Payment, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers will be used to adjust the Unadjusted Purchase Price at Closing.
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Closing Payment and Post-Closing Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Purchaser, using and based upon the best information available to Sellers, a preliminary settlement statement estimating the Adjusted Purchase Price for the Assets after giving effect to all adjustments set forth in Section 2.4 (the “Preliminary Settlement Statement”). The dollar amount to be payable by Purchaser to Sellers at the Closing (the “Closing Payment”) shall constitute an amount equal to (i) the estimate of the Adjusted Purchase Price delivered in accordance with this Section 8.4(a) minus (ii) the Deposit (plus interest accrued thereon as prescribed in Section 2.3(b)) minus (iii) the remainder of (A) the Initial Holdback Amount minus (B) the Deposit (plus interest accrued thereon as prescribed in Section 2.3 (b)). The dollar amount to be payable at Closing by Purchaser to the Escrow Agent shall constitute an amount equal to (A) the Initial Holdback Amount minus (B) the Deposit (plus interest accrued thereon as prescribed in Section 2.3(b)).
Sample 1
Closing Payment and Post-Closing Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall prepare and deliver, or cause to be prepared and delivered, to Purchaser, a draft preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth, for each Seller and its respective Subject Company Group, (i) each Seller’s good faith estimate of the portion of the Adjusted Purchase Price allocated to such Seller as of the Closing Date (but excluding any adjustments with respect to disputed alleged Defects, any Title Defects subject to post-Closing cure (which amounts shall be included in the Defect Deposit, if applicable), and any disputes with respect to alleged Title Benefits and Additional Leases for which amounts are included in the Additional Lease Deposit, each of which shall be exclusively addressed and resolved exclusively under Section 3.2(i)) after giving effect to all adjustments set forth in Section 2.4 and subject to the procedures specified in Section 2.5, (ii) the Persons, accounts and amounts of disbursements that are required to receive such amounts in accordance with Section 2.6 (including the amounts Sellers’ Representative designates and nominates to receive the portions of the Closing Payment, the Closing Distribution under Section 2.6(a)(iv) and Section 2.6(b) and the Adjusted Equity Purchase Price) and (iii) the wiring and other applicable instructions for all such payments and disbursements, in each case, in accordance with this Agreement. Each Seller shall supply to Purchaser reasonable documentation in the possession of Sellers’ Representative, Sellers and their respective Subject Company Groups to support the items for which adjustments are proposed or made in any such Preliminary Settlement Statement and a brief explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after receipt of the draft Preliminary Settlement Statement, Purchaser may deliver to Sellers’ Representative a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes, and Sellers’ Representative shall consider such proposed changes in good faith. Sellers’ Representative and Purchaser shall in good faith attempt to agree on the Preliminary Settlement Statement as soon as possible after Xxxxxxx’ Representative’s receipt of Purchaser’s written report. The Preliminary Settlement Statement,...
Sample 1
Closing Payment and Post-Closing Adjustments. (a) At the Closing, Purchaser shall deliver the Closing Payment to Seller via a wire transfer of immediately available funds to such banks and accounts and wiring institutions as may be specified by Seller in writing no later than four (4) Business Days prior to Closing.
Sample 1

Related to Closing Payment and Post-Closing Adjustments

  • 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

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • 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.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Post-Closing Purchase Price Adjustment (a) Purchaser shall, within sixty (60) days after the Closing Date, deliver a calculation setting forth Purchaser’s calculation of the Closing RMR and the Purchase Price (the “Closing Statement”), which calculation shall set forth which Pending Terminating Customers are included or excluded from the Closing RMR and shall be prepared by Purchaser in good faith based upon the books and records of the Business. Any such Closing Statement shall specify those items or amounts set forth in the Preliminary Closing Statement as to which Purchaser disagrees and Purchaser shall be deemed to have agreed with all other items and amounts contained in the final Preliminary Closing Statement delivered pursuant to Section 3.1(b). If Purchaser does not deliver the Closing Statement within the sixty (60) day period specified in the first sentence of this Section 3.3(a), then Purchaser (i) shall be deemed to have agreed to the Preliminary Closing Statement and the Estimated Closing RMR and (ii) shall be deemed to have agreed to the inclusion of the RMR attributable to each Pending Terminating Customer in the calculation of Closing RMR and Purchase Price and such RMR attributable thereto shall be included in the final Purchase Price calculated pursuant to this Section 3.3. Within the sixty (60) day period after the Closing Date, Purchaser shall use commercially reasonable efforts to obtain confirmation, whether orally or in writing, from each Pending Terminating Customer that such Pending Terminating Customer no longer intends to terminate its respective Customer Contract. For the avoidance of doubt, any such Customer that so confirms shall be considered a Customer and the RMR attributable to such Customer shall be included in the Closing RMR. Purchaser shall record any and all calls with Pending Terminating Customers during such sixty (60) day period and, upon Seller’s request, shall make such recordings available to Seller.

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