Payment following Calculation of Final Working Capital and Final Cash Sample Clauses

Payment following Calculation of Final Working Capital and Final Cash. (i) Following the determination of Final Working Capital, Final Indebtedness, Final Sellers’ Transaction Expenses and Final Cash, the Aggregate Initial Consideration shall be recalculated by substituting the Final Working Capital for the Estimated Working Capital in Section 1.1, the Final Indebtedness for the Estimated Indebtedness in Section 1.1, the Final Sellers’ Transaction Expenses for the Estimated Sellers’ Transaction Expenses in Section 1.1 and the Final Cash for the Estimated Cash in Section 1.1 (the “Adjusted Aggregate Initial Consideration”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing) (A) the Adjusted Aggregate Initial Consideration is greater than the Aggregate Initial Consideration at the Closing, then such difference shall be promptly paid by Purchaser to the Payments Administrator (for further distribution to the Company Stockholders in accordance with their Pro Rata Share) and to the Surviving Corporation, its Subsidiaries or the Section 102 Trustee, as applicable (for the further distribution to the Company Awardholders in accordance with their Pro Rata Share); or (B) the Aggregate Initial Consideration on the Closing Date is greater than the Adjusted Aggregate Initial Consideration, then Purchaser and the Sellers’ Representative shall promptly deliver joint written instructions to the Escrow Agent directing the Escrow Agent to release to Purchaser out of the Purchase Price Escrow Fund the lesser of (x) such difference and (y) the entire amount of the Purchase Price Escrow Fund.
Sample 1
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Payment following Calculation of Final Working Capital and Final Cash. (i) Following the determination of the Final Working Capital and the Final Cash pursuant to Section 2.5(c), the Initial Purchase Price shall be recalculated by substituting the Final Working Capital for the Estimated Working Capital in Section 2.5(a), and the Final Cash for the Estimated Cash in Section 2.5(a) (the “Adjusted Purchase Price”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing):
Sample 1
Payment following Calculation of Final Working Capital and Final Cash. Following the determination of the Final Working Capital and the Final Cash pursuant to Section 2.11(c), the Initial Merger Consideration shall be recalculated substituting the Final Working Capital for the Estimated Working Capital in Section 1.1 and the Final Cash for the Estimated Cash in Section 1.1 (the “Final Initial Merger Consideration”) and if (after taking into account any Upward Closing Working Capital Adjustment or Downward Closing Working Capital Adjustment at the Closing) (A) the Final Initial Merger Consideration is greater than the Initial Merger Consideration on the Closing Date, then the Company shall pay to the Sellers’ Representative (for the benefit of the Sellers pursuant to the Distribution Waterfall) the amount of such difference by wire transfer of immediately available funds within five (5) Business Days after such determination; and (B) the Initial Merger Consideration on the Closing Date is greater than the Final Initial Merger Consideration, then the Merger Consideration shall be reduced by such deficiency and such amount shall be paid to Purchaser (in accordance with the immediately following sentence) within five (5) Business Days after such determination. Any payment to be made to Purchaser pursuant to this Section 2.11 shall be paid first from the then-available portion of the Sellers’ Representative Expense Fund (if any) and then any remaining balance shall be paid directly by the Sellers (in accordance with each Seller’s Pro Rata Share).
Sample 1

Related to Payment following Calculation of Final Working Capital and Final Cash

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Reconciliation and Final Payment Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

  • 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.

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Daily Management Fee Calculation For each calendar day, each class of each Fund shall accrue a fee calculated by multiplying the Per Annum Management Fee Rate for that class times the net assets of the class on that day, and further dividing that product by 365 (366 in leap years).

  • Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 6.5.

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