Common use of Payments of Post-Closing Adjustment Clause in Contracts

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 (i) be due (A) within five (5) Business Days of acceptance of the applicable Adjustment Statement or (B) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(c)(v), and (ii) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Xxxxx or Sellers’ Representative, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Purchase Price Adjustment Escrow Fund. To the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, such amount shall be paid from the Indemnity Escrow Fund or directly by the Sellers, at Buyer’s election. Any portion of the funds in the Purchase Price Adjustment Escrow Fund that is not used to satisfy such amounts owed by Sellers to Buyer hereunder shall be released to the Sellers’ Representative (for further distribution to the Sellers in accordance with their respective Pro Rata Share) in accordance with and pursuant to the terms and conditions of the Escrow 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, shall (iA) be due (Ax) within five (5) Business Days of acceptance of the applicable Adjustment Closing Working Capital Statement or (By) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(c)(v), clause (v) above; and (iiB) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Xxxxx Buyer or Sellers’ Seller Representative, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement Agreement: (i) from the Purchase Price Adjustment Escrow Fund. To ; and (ii) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, such amount shall be paid pursuant to a deduction from the Indemnity Escrow Fund or directly by the Sellersfuture amounts owned Sellers as provided under 2.08(g) or, at Buyer’s election, from the Indemnification Escrow Fund. Any portion The amount of any Post-Closing Adjustment shall bear interest from and including the funds in Closing Date to but excluding the Purchase Price Adjustment Escrow Fund that is not used date of payment at a rate per annum equal to satisfy such amounts owed by Sellers to Buyer hereunder 5%. Such interest shall be released to calculated daily on the Sellers’ Representative (for further distribution to basis of a 365 day year and the Sellers in accordance with their respective Pro Rata Share) in accordance with and pursuant to the terms and conditions actual number of the Escrow Agreementdays 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 (iA) be due (Ax) within five (5) Business Days of acceptance of the applicable Adjustment Closing Working Capital Statement or (By) if there are Working Capital Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(c)(v), clause (v) above; and (iiB) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Xxxxx Buyer or Sellers’ RepresentativeSeller, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers Seller to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement Agreement: (X) from the Purchase Price Adjustment Escrow Fund. To , and (Y) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, such from the Indemnification Escrow Fund. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to six percent (6%) per annum. Such interest shall be paid from calculated daily on the Indemnity Escrow Fund or directly by basis of a 365-day year and the Sellers, at Buyer’s election. Any portion actual number of the funds in the Purchase Price Adjustment Escrow Fund that is not used to satisfy such amounts owed by Sellers to Buyer hereunder shall be released to the Sellers’ Representative (for further distribution to the Sellers in accordance with their respective Pro Rata Share) in accordance with and pursuant to the terms and conditions of the Escrow Agreementdays elapsed.

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 (iA) be due (Ax) within five (5) Business Days days of acceptance of the applicable Adjustment Closing Working Capital Statement or (By) if there are Disputed Amounts, then within five (5) Business Days days of the resolution described in Section 2.04(c)(v), clause (v) above; and (iiB) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Xxxxx Buyer or Sellers’ Representative, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement Agreement: (i) from the Purchase Price Adjustment Escrow Fund. To ; and (ii) to the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, such amount shall be paid from the Indemnity Indemnification Escrow Fund or directly by the SellersFund. Thereafter, at Buyer’s election. Any portion of the any funds remaining in the Purchase Price Adjustment Escrow Fund that is not used to satisfy such amounts owed by Sellers to Buyer hereunder shall be released disbursed to Sellers. The amount of any Post-Closing Adjustment shall bear interest from and including the Sellers’ Representative (for further distribution Closing Date to but excluding the Sellers in accordance with their respective Pro Rata Share) in accordance with 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 pursuant to the terms and conditions actual number of the Escrow Agreementdays elapsed.