CLOSING PAYMENTS AND ADJUSTMENTS Sample Clauses

CLOSING PAYMENTS AND ADJUSTMENTS. 17 Section 3.1 Closing Payments 17 Section 3.2 Estimated Closing Adjustment 18 Section 3.3 Xxxxxxx Closing Balance Sheet True-Up Adjustment 20 Section 3.4 Xxxxx Closing Balance Sheet True-Up Adjustment 21 Section 3.5 True-Up Payment 22 Section 3.6 Acquisition Adjustment 23 Section 3.7 Withholding Rights 23 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF XXXXXXX HOLDINGS AND THE XXXXXXX LLCS 24 Section 4.1 Organization and Qualification 24 Section 4.2 Authority 24 Section 4.3 No Conflict; Required Filings and Consents 25 Section 4.4 Capitalization 26 Section 4.5 Financial Statements; No Undisclosed Liabilities 27 Section 4.6 Absence of Certain Changes or Events 28 Section 4.7 Compliance with Law; Permits 28 Section 4.8 Litigation 29 Section 4.9 Employee Benefit Plans 30 Section 4.10 Labor and Employment Matters 32 Section 4.11 Title to, Sufficiency and Condition of Assets 33 Section 4.12 Real Property 33 Section 4.13 Taxes 33 Section 4.14 Intellectual Property 35 Section 4.15 Environmental Matters 35 Section 4.16 Xxxxxxx Material Contracts 37 Section 4.17 Affiliate Interests and Transactions 38 Section 4.18 Regulatory Matters 39 TABLE OF CONTENTS (Continued) Page Section 4.19 Brokers 41 Section 4.20 Xxxxxxx Reorganization 41 Section 4.21 Xxxxxxx SEC Filings 41 ARTICLE V REPRESENTATIONS AND WARRANTIES OF XXXXX 42 Section 5.1 Organization and Qualification 42 Section 5.2 Authority 42 Section 5.3 No Conflict; Required Filings and Consents 43 Section 5.4 Equity Interests 44 Section 5.5 Financial Statements; No Undisclosed Liabilities 45 Section 5.6 Absence of Certain Changes or Events 45 Section 5.7 Compliance with Law; Permits 45 Section 5.8 Litigation 46 Section 5.9 Employee Benefit Plans 47 Section 5.10 Labor and Employment Matters 49 Section 5.11 Title to, Sufficiency and Condition of Assets 49 Section 5.12 Real Property 50 Section 5.13 Taxes 50 Section 5.14 Intellectual Property 52 Section 5.15 Environmental Matters 52 Section 5.16 Xxxxx Material Contracts 53 Section 5.17 Affiliate Interests and Transactions 54 Section 5.18 Regulatory Matters 54 Section 5.19 Brokers 57 Section 5.20 Xxxxx Reorganization 57 Section 5.21 Financial Capability 57 Section 5.22 Contributed Liabilities 57 Section 5.23 NewCo 57 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF NEWCO 57 Section 6.1 Organization 57 Section 6.2 Authority 57 Section 6.3 No Conflict; Required Filings and Consents 58 Section 6.4 Brokers 58 ARTICLE VII COVENANTS 58 Section 7.1 Conduct of Business Prior to the Con...
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Related to CLOSING PAYMENTS AND ADJUSTMENTS

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • 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.

  • 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

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Costs Seller will pay one-half of escrow fees, the cost of the title commitment and any brokerage commissions payable. The Buyer will pay the cost of issuing a Standard Owners Title Insurance Policy in the full amount of the purchase price, if Buyer shall decide to purchase the same. Buyer will pay all recording fees, one-half of the escrow fees, and the cost of an update to the Survey in Sellers possession (if an update is required by Buyer.) Each party will pay its own attorney's fees and costs to document and close this transaction.

  • 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 Consideration The closing consideration shall be delivered at the Closing as follows:

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