Payment of Post-Closing Adjustments. Any adjustments to the Purchase Price will be offset against each other so that only one payment is required. The party owing payment will pay the other party the net post-Closing adjustment to the Purchase Price with respect to all undisputed items within 10 days after the expiration of the 60-day review period for the Final Settlement Statement. However, the payment of any disputed items will be subject to the further rights of the parties under Section 2.3.3.
Payment of Post-Closing Adjustments. Any adjustments to the Base Merger Consideration (excluding disputed items) will be offset against each other so that only one payment is required. The party owing payment will pay the other party the net post-Closing adjustment to the Base Merger Consideration within 10 days after the expiration of W&T’s 30-day review period for the Final Settlement Statement. However, the payment of any disputed items will be subject to the further rights of the parties under Section 2.3.3.
Payment of Post-Closing Adjustments. (a) The amount by which the Purchase Price is adjusted in accordance with Section 2.2(e) is referred to as the “Post-Closing Adjustment Amount”.
Payment of Post-Closing Adjustments. If the Final Closing Date Adjustment Amount shall be less than the Closing Date Adjustment Amount estimated by IDT pursuant to Section 4.2 hereof, then the difference shall be paid by the Shareholders to Axiom in cash or Axiom Shares in the same proportion that cash or Axiom Shares were part of the Consideration Amount. Such difference shall be paid first out of the Adjustment Escrow Amount and by returning Escrow Shares; then, if necessary, out of the remainder of the Escrow Amount, and by returning the remainder of the Escrow Shares, and then, if necessary, by the Shareholders who shall be liable for such amounts and return of such Axiom Shares, subject to the limitations set forth in the following proviso, in the same proportion as they received the Consideration Amount; provided, that Michael Moore, Frances Penfold and Dale Spencer shall be xxxxxxx xxx xevxxxxxx xxxxxx xor suxx xxxxxxx xnd return of such Axiom Shares, but the liability of any other Shareholder shall not exceed such other Shareholders pro rata portion of the Merger Consideration. If the Final Closing Date Adjustment Amount shall be greater than the Closing Date Adjustment Amount estimated by IDT pursuant to Section 4.2 hereof, then the difference shall be paid to the Shareholders, pro rata based upon their share ownership, by Axiom, by bank treasurer's check or wire transfer. Such payment shall be due and owing within five (5) days after the parties agree to such amount or the amount is established by the Arbitrators. For purposes of determining the number of Axiom Shares to be returned to Axiom as a result of the determination of the Final Closing Date Adjustment Amount, such shares shall be treated as having a value of Four Dollars ($4.00) per share.
Payment of Post-Closing Adjustments. (a) The Contingent Payment shall be reduced by an amount equal to (i) the sum of (A) the total aggregate Securities Writeoff Amounts for all High Risk Obligors set forth in the Final Closing Adjustment Report, plus (B) the amount equal to fifty percent (50%) of the total aggregate Undersecured Loan Amounts set forth in the Final Closing Adjustment Report and (ii) an amount equal to $302,685, if the Cogent Asset is not a Transferred Asset (collectively, the "Adjustment Amount"). The Adjustment Amount shall be reduced by an amount, if any, equal to the sum of the amount by which the net cash proceeds actually received by Purchaser from the sale or disposition by Purchaser of any Securities owned by Purchaser exceeds the book value of such Securities as of the Closing Date; provided that Purchaser receives such cash proceeds arising from such sale on or prior to the earlier to occur of (1) sixty (60) calendar days after the Closing Date or (2) payment of the Contingent Payment payable pursuant to Section 4.1(b)(ii), if any.
Payment of Post-Closing Adjustments. Any post-Closing adjustments to the Closing Price (including disputed items which have ultimately been resolved) will be offset against each other so that only one payment is required. The Party owing payment will pay the other Party the net post-Closing adjustment to the Closing Price within ten (10) days after the expiration of Buyer’s thirty (30) day review period for the Final Settlement Statement.
Payment of Post-Closing Adjustments. All adjustments or payments ----------------------------------- pursuant to Section 1.6, whether or not contested, shall be paid by delivery of a certified or official bank check to the recipient party's address as listed in Section 12.4 or by wire transfer of immediately available funds to an account or accounts of the recipient party at a financial institution in accordance with such instructions as the recipient party may hereafter provide.
Payment of Post-Closing Adjustments. Within five (5) Business Days after the final determination of Net Working Capital, Net Cash Amount, Closing Indebtedness, Transaction Expenses, Restructuring Expenses and the Capex Adjustment as provided for in Sections 2.2(e) or (f), as the case may be:
Payment of Post-Closing Adjustments. Upon the resolution of or agreement to all adjustments to the Purchase Price paid at Closing, all adjustments will be offset against each other so that only one reconciliation payment is required. The party owing payment will pay the other party the net post-Closing adjustment to the Purchase Price within ten (10) days after the later of (i) expiration of Buyer's 45-day review period for the Final Settlement Statement or (ii) resolution of all disputes pursuant to Section 1.03(c). Such payment shall include interest at the Agreed Rate from the Closing Date until paid.
Payment of Post-Closing Adjustments. Within ten (10) Business Days following the final determination of the Final Estimated Revenue, Final Excess Cash and the Unpaid Expenses, as applicable, the following payments shall be made:
