Common use of Post-Closing Adjustment Amount Clause in Contracts

Post-Closing Adjustment Amount. Notwithstanding anything to the contrary contained herein, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not to (i) limit the scope of any representations or warranties or recovery for breach thereof or (ii) limit any right to recover for indemnifiable Losses pursuant to Article XI. Any term set forth herein that deems any indemnification provided for a breach of any representation or warranty or covenant herein to be an adjustment to the purchase price shall have no bearing on whether an amount constitutes a post-Closing purchase price adjustment for purposes of this Section 2.06(g).

Post-Closing Adjustment Amount. Notwithstanding anything to the contrary contained herein(a) The “Adjustment Amount,” which may be positive or negative, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not mean an amount equal to (i) limit the scope of any representations or warranties or recovery for breach thereof or Final Cash Consideration, minus (ii) limit any right Cash Consideration. (b) If the Adjustment Amount is a positive number or zero, then: (i) Holdings and the CB Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the Exchange Agent for the benefit of the CB Holders, and (ii) Holdings shall promptly pay to the Exchange Agent the Adjustment Amount for the benefit of the CB Holders. (c) If the Adjustment Amount is a negative number, then Holdings and the CB Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (i) to Holdings, an amount equal to the lesser of: (x) the balance of the Purchase Price Escrow Account, or (y) the absolute value of the Adjustment Amount; and (ii) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, to the Exchange Agent the remainder of the Purchase Price Escrow Account, for the benefit of the CB Holders. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, Holdings shall be entitled to recover for indemnifiable Losses such excess adjustment amount, at its option in its sole discretion, from the Indemnity Escrow Account or directly from the CB Holders on a several basis. (e) Any amounts payable pursuant to Article XI. Any term set forth herein that deems this Section 1.9 shall be paid (or joint instruction to the Escrow Agent shall be provided) within two (2) Business Days after final determination pursuant to Section 1.8 of the Final Purchase Price Adjustment Statement, by wire transfer of immediately available funds to an account designated by the Party receiving such payment. (f) The CB Holders’ Representative and Holdings agree to treat any indemnification provided for a breach of any representation or warranty or covenant herein payment made pursuant to be this Section 1.9 as an adjustment to the purchase price shall have no bearing on whether an amount constitutes a postfor federal, state, local and non-Closing purchase price adjustment for purposes of this Section 2.06(g)U.S. income Tax purposes.

Post-Closing Adjustment Amount. Notwithstanding anything to the contrary contained herein(a) The “Adjustment Amount,” which may be positive or negative, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not mean an amount equal to (i) limit the scope of any representations or warranties or recovery for breach thereof or Final Cash Consideration, minus (ii) limit any right Cash Consideration. (b) If the Adjustment Amount is a positive number or zero, then: (i) GTY and the Sherpa Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the Sherpa Holders’ Representative for the benefit of the Sherpa Holders; and (ii) GTY shall promptly pay to the Sherpa Holders’ Representative the Adjustment Amount for the benefit of the Sherpa Holders. (c) If the Adjustment Amount is a negative number, then GTY and the Sherpa Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (i) to GTY, an amount equal to the lesser of: (x) the balance of the Purchase Price Escrow Account, or (y) the absolute value of the Adjustment Amount; and (ii) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, to the Sherpa Holders’ Representative the remainder of the Purchase Price Escrow Account for the benefit of the Sherpa Holders. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, GTY shall be entitled to recover for indemnifiable Losses such excess adjustment amount, at its option in its sole discretion, from the Indemnity Escrow Account or directly from the Sherpa Holders. (e) Any amounts payable pursuant to Article XI. Any term set forth herein that deems this Section 1.5 shall be paid (or joint instruction to the Escrow Agent shall be provided) within two (2) Business Days after final determination pursuant to Section 1.4 of the Final Purchase Price Adjustment Statement, by wire transfer of immediately available funds to an account designated by the Party receiving such payment. (f) The Sherpa Holders’ Representative and GTY agree to treat any indemnification provided for a breach of any representation or warranty or covenant herein payment made pursuant to be this Section 1.5 as an adjustment to the purchase price shall have no bearing on whether an amount constitutes a postfor federal, state, local and non-Closing purchase price adjustment for purposes of this Section 2.06(g)U.S. income Tax purposes.

Post-Closing Adjustment Amount. Notwithstanding anything to the contrary contained herein(a) The “Adjustment Amount,” which may be positive or negative, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not mean an amount equal to (i) limit the scope of any representations or warranties or recovery for breach thereof or Final Cash Consideration, minus (ii) limit any right the Cash Consideration. (b) If the Adjustment Amount is a positive number or zero, then: (i) GTY and the Questica Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the Questica Holders’ Representative for the benefit of the Questica Holders; and (ii) GTY shall promptly pay to the Questica Holders’ Representative the Adjustment Amount for the benefit of the Questica Holders. (c) If the Adjustment Amount is a negative number, then GTY and the Questica Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (i) to GTY, an amount equal to the lesser of: (A) the balance of the Purchase Price Escrow Account, and (B) the absolute value of the Adjustment Amount; and (ii) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, to the Questica Holders’ Representative the remainder of the Purchase Price Escrow Account, for the benefit of the Questica Holders. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, GTY shall be entitled to recover for indemnifiable Losses such excess adjustment amount, at its option and in its sole discretion, from the Indemnity Escrow Account or directly from the Questica Holders. (e) Any amounts payable pursuant to Article XI. Any term set forth herein that deems this Section 1.7 shall be paid (or joint instruction to the Escrow Agent shall be provided) within two (2) Business Days after final determination pursuant to Section 1.6 of the Final Purchase Price Adjustment Statement, by wire transfer of immediately available funds to an account designated by the Party receiving such payment. (f) The Questica Holders’ Representative and GTY agree to treat any indemnification provided for a breach of any representation or warranty or covenant herein payment made pursuant to be this Section 1.7 as an adjustment to the purchase price shall have no bearing on whether an amount constitutes a postfor federal, state, local and non-Closing purchase price adjustment for purposes of this Section 2.06(g)U.S. income Tax purposes.

Post-Closing Adjustment Amount. Notwithstanding anything to the contrary contained herein(a) The “Adjustment Amount,” which may be positive or negative, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not mean an amount equal to (i) limit the scope of any representations or warranties or recovery for breach thereof or Final Cash Consideration, minus (ii) limit any right Cash Consideration. (b) If the Adjustment Amount is a positive number or zero, then: (i) GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the eCivis Holders’ Representative for the benefit of the eCivis Holders; and (ii) GTY shall promptly pay to the eCivis Holders’ Representative the Adjustment Amount for the benefit of the eCivis Holders. (c) If the Adjustment Amount is a negative number, then GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: (iii) to GTY, an amount equal to the lesser of: (x) the balance of the Purchase Price Escrow Account, or (y) the absolute value of the Adjustment Amount; and (iv) if the absolute value of the Adjustment Amount is less than the balance of the Purchase Price Escrow Account, to the eCivis Holders’ Representative the remainder of the Purchase Price Escrow Account, for the benefit of the eCivis Holders. (d) To the extent that the absolute value of the Adjustment Amount exceeds the balance of the Purchase Price Escrow Account, GTY shall be entitled to recover for indemnifiable Losses pursuant to Article XI. Any term set forth herein that deems any indemnification provided for a breach of any representation or warranty or covenant herein to be an such excess adjustment to amount, at its option in its sole discretion, from the purchase price shall have no bearing on whether an amount constitutes a post-Closing purchase price adjustment for purposes of this Section 2.06(g)Indemnity Escrow Account.