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.
Payments of Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Buyer will pay the Member Representative an amount equal to the Post-Closing Adjustment. Upon payment of such Post-Closing Adjustment by Buyer to the Member Representative, Buyer shall be fully released and discharged of any obligation to Sellers with respect to payment of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Buyer and the Member Representative shall deliver joint written instructions to the Escrow Agent to make payment as soon as reasonably practicable (and in any event, within two (2) Business Days after receipt of such joint written instructions) to Buyer from the Working Capital Escrow Fund in an amount equal to the Post-Closing Adjustment, or if the Working Capital Escrow Fund is insufficient, Buyer may claim any remaining amount due to it in respect of the Post-Closing Adjustment directly from Sellers, and Sellers, or the Member Representative from funds it holds for the benefit of Sellers, will pay Buyer any shortfall. Upon payment to Buyer from the Working Capital Escrow Fund and, if required, Sellers as provided in the preceding sentences, Member Representative and Seller shall be fully released and discharged of any obligation to Buyer with respect to payment of the Post-Closing Adjustment. After giving effect to any payment to Buyer contemplated by the immediately preceding sentence, if any, the remaining balance of the Working Capital Escrow Fund promptly will be disbursed to the Member Representative.
(a) Except as otherwise provided in this Agreement, any payment of the Post-Closing Adjustment:
(b) is due (i) within five Business Days after the Final Closing Working Capital Statement is accepted, or (ii) if there are Disputed Amounts, then within five Business Days after the Disputed Amounts are resolved; and
(c) must be paid by wire transfer of immediately available funds to such account as directed by Buyer or the Member Representative, as the case may be.
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 Business Days of acceptance of the applicable Closing Working Capital Statement, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v); and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser or Vendor, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed, without compounding.
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 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(c)(v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be. If the Sellers have not paid the Post-Closing Adjustment owed to the Buyer in the timeframe specified herein, the Buyer may obtain such amount instead through a payment by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Escrow Fund.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall (a) be due (x) within ten (10) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within ten (10) Business Days of the resolution described in clause (v) above; and (b) be paid by wire transfer of immediately available funds to such account as is directed by Bxxxx or Sellers’ Representative, as the case may be.
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 as is directed by Buyer or Seller, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to the date of payment at a rate per annum equal to six percent. Such interest shall be calculated daily on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed.
Payments of Post-Closing Adjustment. Within ten (10) Business Days of acceptance of the applicable Closing Working Capital Statements or if there are Disputed Amounts, then within ten (10) Business Days of the resolution described in clause (iii) above, with respect to each Company and each Company’s Closing Working Capital Statement; either (1) Buyer shall pay to the applicable Sellers the aggregate amount by which the Closing Adjustment is greater (or less negative) than the Estimated Closing Adjustment, or (2) Sellers’ Agent shall direct the Escrow Agent to pay to Buyer the amount by which the Closing Adjustment is less (or more negative) than the Estimated Closing Adjustment from the Escrow Amount). Payments under this Section 2.03(vi) to Sellers shall be made in the percentages set forth in the Schedule of Sellers by wire transfer of immediately available funds. Buyer will also be entitled, at its sole option, to set-off any payment of the Closing Adjustment payable by Sellers against any future payments payable to Sellers. The obligations of Sellers set forth in this Section shall be joint and several.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall be due (x) within ten (10) days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within ten (10) days of the resolution described in clause (v) above.
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) days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement: (i) from the Purchase Price Adjustment Escrow Fund; and (ii) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund. Thereafter, any funds remaining in the Purchase Price Adjustment Escrow Fund shall be disbursed to Sellers. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 10%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment Amount shall (A) be due within three (3) business days of the Final Determination Date; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser or the Stockholders’ Representative, as applicable. Notwithstanding any provision of this Agreement to the contrary, Purchaser’s sole source of recovery of all or any portion of the Post-Closing Adjustment Amount due to Purchaser, if any, shall be through the delivery to Purchaser of cash from the Merger Consideration Adjustment Escrow Fund, and in no event will Purchaser, Merger Sub, the Acquired Companies or any of their Affiliates institute any Action against, seek to recover from, or have any right to recover directly from the Stockholders’ Representative, the Securityholders or any other Seller Affiliate for payment of any portion of the Post-Closing Adjustment Amount in excess of the Merger Consideration Adjustment Escrow Amount. Any amounts, if any, then remaining in the Merger Consideration Adjustment Escrow Fund after payment to Purchaser (or its designee) and satisfaction in full of the Post-Closing Adjustment Amount shall be released by the Stockholders’ Representative to each Securityholder who has complied with Section 1.14(d) or Section 1.16, as applicable, and each Optionholder who has complied with the terms of the applicable Option Surrender Agreement in accordance with the allocations set forth in the Payment Schedule.
