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.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)
Payments of Post-Closing Adjustment. Except as otherwise provided hereinin this Agreement, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall Adjustment will (A) be due (x) within five *** (5***) Business Days of acceptance of the applicable Closing Working Capital Statement or or, (y) if there are Disputed Amounts, then within five *** (5***) Business Days of the resolution described in clause (v) abovethereof; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lantheus Holdings, Inc.), Asset Purchase Agreement (Lantheus Holdings, Inc.)
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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 2 contracts
Samples: Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (Bassett Furniture Industries Inc)
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, Adjustment shall (A) be due (x) within five ten (510) Business Days of acceptance of the applicable Closing Final Working Capital Statement or (y) if there are Disputed Amounts, then within five ten (510) 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) account as is directed in writing by Buyer or SellersSeller, as the case may be.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Hudson Global, Inc.), Asset Purchase Agreement (Hudson Global, Inc.)
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, Adjustment 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) account as is directed by Buyer or Sellers, as the case may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cynergistek, Inc), Asset Purchase Agreement
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement Statements, or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above2.4(c)(iii); and (B) be paid by wire transfer of immediately available funds to such account(sin accordance with Section 2.4(b)(iii) as is directed by Buyer or Sellers2.4(b)(iv), as the case may beapplicable.
Appears in 1 contract
Samples: Share Purchase Agreement (CURO Group Holdings Corp.)
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any Any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (Ai) be due (xA) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (yB) if there are Disputed Amountsdisputed amounts, then within five (5) Business Days of the resolution described in clause subsection (ve) above; and (Bii) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersSeller Representative on behalf of the Companies, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)
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, Adjustment 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) account as is directed by Buyer or SellersParent, as the case may be.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
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, Adjustment shall (A) be due (xi) within five (5) Business Days of acceptance of the applicable Closing Net Working Capital Statement or (yii) if there are Disputed Amountsdisputed amounts, then within five (5) Business Days of the resolution described in clause (v) aboveSection 1.07; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersSeller, as the case may be. If payment of the Post-Closing Adjustment is required to be made by Seller, Seller shall make such payment without recourse to the Escrow Fund.
Appears in 1 contract
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, Adjustment 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
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 ten (510) Business Days of acceptance of the applicable Post-Closing Working Capital Statement Statement, or (y) if there are Disputed Amounts, then within five ten (510) Business Days of the resolution described in clause (v) aboveSection 2.5(c)(iii); and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer Purchaser or Sellersto the Vendor Accounts, as the case may be, in accordance with Section 2.5(b)(iii).
Appears in 1 contract
Samples: Share Purchase Agreement (Inpixon)
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, Adjustment 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) account as is directed by Buyer Purchaser or Sellers, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Purchaser shall be paid from the Escrow Amount.
Appears in 1 contract
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, Adjustment and Post-Closing Cash Adjustment 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 (vSection 2.3(c)(iii) above; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or Sellersthe Shareholder Representative, as the case may be.
Appears in 1 contract
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) account as is directed by Buyer or Sellers, as the case may be.
Appears in 1 contract
Payments of Post-Closing Adjustment. (i) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, Adjustment shall (A) be due (xA) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (yB) 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) Section 2.08(c)(v), in each case as is directed by Buyer or Sellers, as the case may bedescribed below.
Appears in 1 contract
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment Payment of the Post-Closing Adjustment, together with interest calculated as set forth belowif any, shall (A) be due to Buyer (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 to Buyer by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may beAccount.
Appears in 1 contract
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, Adjustment 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) account as is directed by Buyer City or SellersCondemnation Defendants, as the case may be.
Appears in 1 contract
Samples: Settlement Agreement (Global Water Resources, Inc.)
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any 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 Amountsdisputed amounts, then within five (5) Business Days of the resolution described in clause subsection (ve) above; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or Sellers’ Representative, as the case may be.
Appears in 1 contract
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) account as is directed by Buyer or Sellers’ Representative, as the case may be.
Appears in 1 contract
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 business days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days business days of the resolution described in clause subparagraph (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
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, Adjustment 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) account as is directed by Buyer or Sellers’ Representative, as the case may be.
Appears in 1 contract
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Net 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 shall be directed by Buyer or the Sellers’ Representative, as the case may be.
Appears in 1 contract
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, Adjustment 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) account as is directed by Buyer Purchaser or SellersSeller, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Dream Finders Homes, Inc.)
Payments of Post-Closing Adjustment. (i) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, Adjustment shall (A) be due (x) within five (5) 10 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) 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(s) account as is directed by Buyer or SellersSeller’s Representative, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Q2Earth Inc.)
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Inventory 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 in cash by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersEquityholders, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)
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, Adjustment 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
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 ten (510) Business Days of acceptance of the applicable Post-Closing Working Capital Statement Statement, or (y) if there are Disputed Amounts, then within five ten (510) Business Days of the resolution described in clause (v) aboveSection 2.3(c)(iii); and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer Purchaser or Sellersto the Vendor Accounts, as the case may be, in accordance with Section 2.3(b)(iii).
Appears in 1 contract
Samples: Share Purchase Agreement (Inpixon)
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment Payment of the Post-Closing Adjustment, together with interest calculated as set forth belowif any, shall (A) be due to Buyer (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 to Buyer by the Shareholders’ Representative by wire transfer of immediately available funds to such account(s) as is directed an account designated in writing by Buyer or Sellers, as to the case may beShareholders’ Representative.
Appears in 1 contract
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, Adjustment shall (A) be due (x) within five (5five(5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5five(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) account as is directed by Buyer or Sellers, as the case may be.
Appears in 1 contract
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) Adjustment will be due (x) within five (5) Business Days of after acceptance of the applicable Final Closing Working Capital Statement or (y) if there are Disputed Amountsdisputed amounts, then within five (5) Business Days after the resolution thereof. Payment of the resolution described in clause (v) above; and (B) Post-Closing Adjustment will be paid made by wire transfer of immediately available funds to such account(s) account as is directed by Buyer Xxxxx or Sellers, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hudson Technologies Inc /Ny)
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 shall: (A) be due due: (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together Adjustment due to Buyer or Sellers in accordance with interest calculated as set forth below, the foregoing shall (Ai) be due (xA) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (yB) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (vSection 2.04(c) above; , and (Bii) be paid by wire transfer of immediately available funds to such account(s) account or accounts as is directed by Buyer the recipient party or Sellersparties hereto, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
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, Adjustment 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) account as is directed by Buyer or SellersXxxx, as the case may be.
Appears in 1 contract
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) account as is directed by Buyer or Sellerseach Seller, as the case may be.
Appears in 1 contract
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) account as is directed by Buyer Purchaser or SellersOwner, as the case may be.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Unrivaled Brands, Inc.)
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth belowwithout interest, 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 above (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellersapplicable, as the case may be“Post-Closing Adjustment Due Date”).
Appears in 1 contract
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, Final Adjustment Amount 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 (vSection 3.7(c)(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.follows:
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (Platform Specialty Products Corp)
Payments of Post-Closing Adjustment. (i) 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Company Net 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) Statement, or, if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (viii) above; and (B) be paid by wire transfer of immediately available funds to such account(s) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract
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, Adjustment shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement Final Balance Sheet and the Final Purchase Price 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) account as is directed by Buyer or SellersSeller, as the case may be.
Appears in 1 contract