Payments of Post-Closing Adjustment Amount Sample Clauses

Payments of Post-Closing Adjustment Amount. The Post-Closing Adjustment Amount shall be paid in accordance with Section 2.06(d)(i) and Section 2.06(d)(ii). Except as otherwise provided herein, any payment of the Post-Closing Adjustment Amount shall be due, and any written instructions to the Escrow Agent shall be delivered to the Escrow Agent, (i) within five (5) Business Days of acceptance (or deemed acceptance) of the applicable Closing Statement or (ii) if there are Disputed Amounts, then within five (5) Business Days of the resolution of such Disputed Amounts pursuant to Section 2.06(c)(iii).
Sample 1
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Payments of Post-Closing Adjustment Amount. Except as otherwise provided herein, any payment of the Post-Closing Adjustment Amount, together with interest calculated as set forth below, shall (i) be due (A) within five Business Days of acceptance of the applicable Closing Working Capital Statement or (B) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.03(c)(iii)-(iv) above; and (ii) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or the Shareholder Representative (for further payment to the Sellers in accordance with their Applicable Percentage), as the case may be. Any payment of the Post-Closing Adjustment Amount owed by Sellers to Buyer shall be first paid from the Purchase Price Adjustment Escrow Fund; and to the extent the amount of the Post-Closing Adjustment Amount exceeds the amount available in the Purchase Price Adjustment Escrow Fund, from the Sellers jointly and severally. The amount of any Post-Closing Adjustment Amount, to the extent undisputed, shall bear interest from and including the due date to and excluding the date of payment at a rate per annum equal to 8% per annum. Such interest shall be calculated daily on the basis of a 365/366 day year and the actual number of days elapsed. Once the Post Closing Adjustment Amount has been satisfied, to the extent that there are funds remaining in the Purchase Price Adjustment Escrow Fund, then Buyer and the Shareholder Representative shall, within five Business Days, deliver joint written instructions, in accordance with the Escrow Agreement, to the Escrow Agent instructing the Escrow Agent to disburse to the Shareholder Representative (for further payment to the Sellers in accordance with their Applicable Percentage) the entire remaining balance in the Purchase Price Adjustment Escrow Fund.
Sample 1

Related to Payments of Post-Closing Adjustment Amount

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • 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.

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