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 (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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Vision Marine Technologies Inc.), Share Purchase Agreement (Vision Marine Technologies Inc.)

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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 30 days of acceptance of the applicable Closing Working Capital Statement, Statement or (y) if there are Disputed Amounts, then within five Business Days 30 days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding and including the date of payment at a rate per annum equal to 510%. 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Comstock Holding Companies, 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, Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, 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 of three percent (3%) per annum equal to 5%annum. 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, 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 fifteen (15) 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 Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to to, but excluding excluding, the date of payment at a rate per annum equal to 5six percent (6%). Such interest shall be calculated daily on the basis of a 365 or 366 365-day year and the actual number of days elapsed, without compounding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trex Co 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 Business Days of acceptance of the applicable Closing Adjusted Working Capital Statement, Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, 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 53.00%. Such interest shall be calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed, without compoundingcompounding annually.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

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, Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller Representative, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to (but excluding excluding) the date of payment at a rate per annum equal to 5seven percent (7%). 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digirad Corp)

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, Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding and including the date of payment at a rate per annum equal to 5six percent (6%). 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, 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, Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, 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%six percent. Such interest shall be calculated daily on the basis of a 365 or 366 three hundred sixty-five (365) day year and the actual number of days elapsed, without compounding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

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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 Estimated Closing Working Capital Statement, Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSelling Stockholder, 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 518%. 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pan Global, Corp.)

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, Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSellers Representative, 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 5ten percent (10%). Such interest shall be calculated daily on the basis of a 365 or 366 365-day year and the actual number of days elapsed, without compounding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Materials Corp)

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 Adjusted Working Capital Statement, Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, 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 53.00%. 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.compounding annually. 21 (d)

Appears in 1 contract

Samples: 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, shall (A) be 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 Section 2.04(b)(v)clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser Buyer or VendorSeller, 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 50.43%. Such interest shall be calculated daily on the basis of a 365 or 366 365-day year and the actual number of days elapsed, without compounding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cross Country Healthcare Inc)

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