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 (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, together with interest calculated as set forth below, Adjustment shall (A) be due (x) within five (5) days Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) days Business Days of the resolution described in clause (v) above. Subject to payment of the fee of the Independent Accountants in accordance with subsection (iv) above, if the Post-Closing Adjustment is a negative number, then the Seller Representative and Buyer shall direct the Escrow Agent to pay such Post-Closing Adjustment to Buyer out of the Working Capital Escrow Deposit and to pay the balance, if any, of the Working Capital Escrow Deposit to the Seller Representative on behalf of the Sellers; provided, that, to the extent the Post-Closing Adjustment is negative and exceeds the Working Capital Escrow Deposit, then the Sellers shall be jointly and severally liable to the Buyer for the payment of such excess. Subject to payment of the fee of the Independent Accountants in accordance with subsection (Biv) above, if the Post-Closing Adjustment is a positive number, the Buyer shall pay an aggregate amount equal to such positive Post-Closing Adjustment to the Sellers' Accounts in the Ownership Percentages, and the Seller Representative and Buyer shall direct the Escrow Agent to pay the entirety of the Working Capital Escrow Deposit to the Seller Representative on behalf of the Sellers. All payments shall be paid made by 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 elapsedfunds.

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 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) days 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 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 and including the date of payment at a rate per annum equal to 105%. Such interest The Post-Closing Adjustment shall be calculated daily on paid as follows: (i) If the basis amount of a 365 day year the Post-Closing Adjustment is negative, each Seller shall be responsible to pay to Buyer an amount equal to such Seller’s Pro Rata Portion of the amount of the Post-Closing Adjustment, which amount shall be deducted from the Post-Closing Payment. The parties acknowledge and agree that to the actual number extent the final determination of the Post-Closing Adjustment, if any, is made pursuant to this Section 2.04 after the date that is ninety (90) days elapsedfollowing the Closing Date, Buyer shall not be required to make payment with respect to any Disputed Amounts until such time as the Disputed Amounts have been finally determined pursuant to this Section 2.04. (ii) If the amount of the Post-Closing Adjustment is positive, Buyer shall pay, or cause the Company to pay to each Seller, as applicable, an amount equal to the Pro Rata Portion of the amount of the Post-Closing Adjustment by cash in immediately available funds.

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 (Ai) be due (xA) within five (5) days Business Days of acceptance of the applicable Closing Working Capital Adjustment Statement or (yB) if there are Disputed Amounts, then within five (5) days Business Days of the resolution described in clause (v) above; Section 2.04(c)(v), and (Bii) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Buyer 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: (i) Agreement from the Purchase Price Adjustment Escrow Fund; and (ii) to . 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 Indemnification Indemnity Escrow FundFund or directly by the Sellers, at Buyer’s election. Thereafter, any Any portion of the 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 disbursed released to the Sellers. The amount ’ 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 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 elapsedEscrow Agreement.