Common use of Payment of Working Capital Adjustments Clause in Contracts

Payment of Working Capital Adjustments. (i) If the Actual Closing Date Working Capital Amount exceeds the Baseline Working Capital Amount, Buyer shall, within five (5) business days after the determination thereof, pay to the Sellers’ Representative (for the benefit of Sellers) an amount equal to the amount by which (A) the Actual Closing Date Working Capital Amount exceeds (B) the Baseline Working Capital Amount. Such payment shall be payable by Buyer to the Sellers’ Representative (for the benefit of Sellers) in accordance with written instructions to be provided by the Sellers’ Representative to Buyer no less than two (2) business days after the determination thereof. Such payment shall be made by Buyer to the Sellers’ Representative (for the benefit of Sellers) in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by the Sellers’ Representative pursuant to the immediately preceding sentence. (ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount. Buyer shall be permitted to withdraw such amount from the Escrow Account maintained with respect to the Company and the Sellers’ Representative shall cooperate in providing the joint written instructions to the Escrow Agent with respect thereto. (iii) If, pursuant to Section 1.4(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Company and Buyer, on one hand, and the Sellers, on the other hand, shall promptly pay to the other, as appropriate in accordance with Sections 1.4(c)(i) and 1.4(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.4(b).

Appears in 1 contract

Samples: Share Purchase Agreement (Mine Safety Appliances Co)

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Payment of Working Capital Adjustments. (i) If the Actual Closing Date Working Capital Amount exceeds the Baseline Working Capital Amount, Buyer shall, within five (5) business days after the determination thereof, pay to the SellersMembers’ Representative (for the benefit of Sellersthe GMT Members) an amount equal to the amount by which (A) the Actual Closing Date Working Capital Amount exceeds (B) the Baseline Working Capital Amount. Such payment shall be payable by Buyer to the SellersMembers’ Representative (for the benefit of Sellersthe GMT Members) in accordance with written instructions to be provided by the SellersMembers’ Representative to Buyer no less than two (2) business days after the determination thereof. Such payment shall be made by Buyer to the SellersMembers’ Representative (for the benefit of Sellersthe GMT Members) in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by the Sellers’ Representative GMT Members pursuant to the immediately preceding sentence. (ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount. Buyer shall be permitted to withdraw such amount from the Escrow Account maintained with respect to the Company and the SellersMembers’ Representative shall cooperate in providing the joint written instructions to the Escrow Agent with respect thereto. (iii) If, pursuant to Section 1.4(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Company Group and Buyer, on one hand, and the SellersGMT Members, on the other hand, shall promptly pay to the other, as appropriate in accordance with Sections 1.4(c)(i) and 1.4(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.4(b).

Appears in 1 contract

Samples: Equity Purchase Agreement (Mine Safety Appliances Co)

Payment of Working Capital Adjustments. (i) If the Actual Closing Date Working Capital Amount exceeds the Baseline Working Capital Amount, Buyer shall, within five (5) business days after the determination thereof, pay to the Sellers’ Representative (for the benefit of Sellers) Seller an amount equal to the amount by which (A) the Actual Closing Date Working Capital Amount exceeds (B) the Baseline Working Capital Amount. Such payment shall be payable by Buyer to the Sellers’ Representative (for the benefit of Sellers) Seller in accordance with written instructions to be provided by the Sellers’ Seller’s Representative to Buyer no less than two (2) business days after the determination thereof. Such payment shall be made by Buyer to the Sellers’ Representative (for the benefit of Sellers) Seller in cash, by cashier’s or certified check, or by wire transfer of immediately available funds in United States Dollars to the accounts designated by the Sellers’ Representative Seller pursuant to the immediately preceding sentence. (ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Buyer shall be entitled to receive an amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount. Buyer shall be permitted to withdraw such amount from the Escrow Account maintained with respect to the Company Seller and the Sellers’ Seller’s Representative shall cooperate in providing the joint written instructions to the Escrow Agent with respect thereto. (iii) If, pursuant to Section 1.4(a1.6(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Company and Buyer, on one hand, and the SellersSeller, on the other hand, shall promptly pay to the other, as appropriate in accordance with Sections 1.4(c)(i1.6(c)(i) and 1.4(c)(ii1.6(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.4(b1.6(b).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mine Safety Appliances Co)

Payment of Working Capital Adjustments. (i) If the Actual Closing Date Working Capital Amount exceeds the Baseline Working Capital Amount, Buyer shall, within five (5) business days after the determination thereof, pay to the SellersShareholders’ Representative (for the benefit of the Sellers) an amount equal to the amount by which (A) the Actual Closing Date Working Capital Amount exceeds (B) the Baseline Working Capital Amount. Such payment shall be payable by Buyer to the SellersShareholders’ Representative (for or, at the benefit election of Sellersthe Shareholders’ Representative, to the Escrow Agent) in accordance with written instructions to be provided by the SellersShareholders’ Representative to Buyer no less than two one (21) business days day after the determination thereof. Such payment shall be made by Buyer to the SellersShareholders’ Representative (for the benefit of Sellers) in cash, by cashier’s or certified check, or cash by wire transfer of immediately available funds in United States Dollars to the accounts account designated by the SellersShareholdersRepresentative pursuant to the immediately preceding sentenceRepresentative. (ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Sellers, shall, within five (5) business days after the determination thereof, pay to Buyer shall be entitled an aggregate amount equal to receive an the amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount. Any such payment obligation will first be satisfied by the Shareholders’ Representative using the Escrow Shares (to the extent held in escrow), with the balance of any unsatisfied payment obligation to be payable by Sellers to Buyer in accordance with written instructions to be provided by Buyer to the Shareholders’ Representative and, if applicable, to the Sellers or any one of them no less than one (1) business day after the determination thereof. Such payments shall be permitted to withdraw such amount from the Escrow Account maintained with respect made in cash by wire transfer of immediately available funds in United States Dollars to the Company and to an account designated by the Sellers’ Representative shall cooperate in providing the joint written instructions to the Escrow Agent with respect theretoCompany. (iii) If, pursuant to Section 1.4(a1.5(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Company and Buyer, on one hand, and the Sellers, on the other hand, shall promptly pay to the other, as appropriate in accordance with Sections 1.4(c)(i1.5(c)(i) and 1.4(c)(ii1.5 (c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.4(b1.5(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Michael Baker Corp)

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Payment of Working Capital Adjustments. (i) If the Actual Closing Date Working Capital Amount exceeds the Baseline Working Capital Amount, Buyer shall, within five (5) business days after the determination thereof, pay to the SellersShareholders’ Representative (for the benefit of the Sellers) an amount equal to the amount by which (A) the Actual Closing Date Working Capital Amount exceeds (B) the Baseline Working Capital Amount. Such payment shall be payable by Buyer to the SellersShareholders’ Representative (for or, at the benefit election of Sellersthe Shareholders’ Representative, to the Cash Escrow Agent) in accordance with written instructions to be provided by the SellersShareholders’ Representative to Buyer no less than two one (21) business days day after the determination thereof. Such payment shall be made by Buyer to the SellersShareholders’ Representative (for the benefit of Sellers) in cash, by cashier’s or certified check, or cash by wire transfer of immediately available funds in United States Dollars to the accounts account designated by the SellersShareholdersRepresentative pursuant to the immediately preceding sentenceRepresentative. (ii) If the Actual Closing Date Working Capital Amount is less than the Baseline Working Capital Amount, Sellers, shall, within five (5) business days after the determination thereof, pay to Buyer shall be entitled an aggregate amount equal to receive an the amount by which (A) the Baseline Working Capital Amount exceeds (B) the Actual Closing Date Working Capital Amount. Any such payment obligation will first be satisfied by the Shareholders’ Representative using the Cash Escrow Amount (to the extent held in escrow), with the balance of any unsatisfied payment obligation to be payable jointly and severally by Sellers to Buyer in accordance with written instructions to be provided by Buyer to the Shareholders’ Representative and, if applicable, to the Sellers or any one of them no less than one (1) business day after the determination thereof. Such payments shall be permitted to withdraw such amount from the Escrow Account maintained with respect made in cash by wire transfer of immediately available funds in United States Dollars to the Company and to an account designated by the Sellers’ Representative shall cooperate in providing the joint written instructions to the Escrow Agent with respect theretoCompany. (iii) If, pursuant to Section 1.4(a1.5(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Company and Buyer, on one hand, and the Sellers, on the other hand, shall promptly pay to the other, as appropriate in accordance with Sections 1.4(c)(i1.5(c)(i) and 1.4(c)(ii1.5 (c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.4(b1.5(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Baker Michael Corp)

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