Post-Closing Adjustment Payment. Any portion of the Net Working Capital, Closing Cash, Closing Restricted Funds, Closing Indebtedness, Closing Transaction Expenses, Closing Capitalized Lease Obligations, CapEx Adjustment, Loan Termination and Assumption Costs, Madison Investment and Pre-Closing Reorganization Adjustment set forth on the Preliminary Statement that is not disputed by an Objection Statement shall become final and binding upon the parties, and if (x) the net adjustment to the Total Equity Value in respect of such undisputed items (the “Net Undisputed Amount”) would result in a payment to the Purchaser, on the one hand, or the Sellers and the Merger Cash Recipients, on the other (as applicable, the “Total Equity Value Adjustment Payee”) and (y) all items disputed in all Objection Statements (the aggregate amount of such disputed items, the “Disputed Amount”) would result in a payment to the party other than the Total Equity Value Adjustment Payee regardless of the resolution of such dispute that is less than the Net Undisputed Amount, then the parties shall pay to the Total Equity Value Adjustment Payee the excess of the Net Undisputed Amount over such Disputed Amount in accordance with Section 1.06(e) within five (5) Business Days following the conclusion of the Review Period. The Purchaser shall promptly (but in any event within five (5) Business Days) deliver or cause to be delivered to the Sellers and the Merger Cash Recipients any amounts finally determined pursuant to Section 1.06(e) to be due by the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Representative in writing not less than two (2) Business Days prior to the date of such payment. The Representative and the Purchaser shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by the Purchaser any amounts finally determined pursuant to Sections 1.06(d) and 1.06(e) to be due by the Sellers. The Escrow Account shall be the Purchaser’s sole recourse with respect to, and the exclusive source of funds for, any payments required to be made by the Sellers pursuant to Section 1.06(d), 1.06(e) and this Section 1.07.
Post-Closing Adjustment Payment. (i) If the Final Purchase Price is greater than the Estimated Purchase Price, the Purchaser shall promptly (but in any event within five business days after the determination of the Final Purchase Price) deliver to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated by the Seller.
Post-Closing Adjustment Payment. If the Final Merger Consideration is greater than the Closing Merger Consideration, the Purchaser shall promptly (but in any event within five (5) Business Days after the final determination of the Final Merger Consideration) pay, or cause to be paid, to the Paying Agent for further payment to the Sellers, on a pro rata basis according to each Seller’s Residual Percentage, the amount of such excess (less any applicable Management Holdback Escrow), by wire transfer of immediately available funds to the account or accounts designated by the Paying Agent and deposit with the Escrow Agent any amounts attributable to the Management Holdback Escrow. If the Final Merger Consideration is less than the Closing Merger Consideration, the Representative and the Purchaser shall promptly (but in any event within five (5) Business Days after the final determination of the Final Merger Consideration) cause the Escrow Agent to pay on behalf of the Sellers (on a pro rata basis according to each Seller’s Residual Percentage) to the Purchaser from the Escrow Account the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated in writing by the Purchaser to the Escrow Agent. Other than in the case of fraud (in which case a claim for fraud may only be asserted against the Person(s) that committed such fraud), the Sellers and the Representative shall not have any liability for any amounts due pursuant to Section 2.01 or this Section 2.02 except to the extent of the funds available from the Escrow Account.
Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within two (2) Business Days) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within two (2) Business Days) pay to the Purchaser the absolute value of such difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser to the Seller. For the avoidance of doubt, (a) clauses (a) and (b) of the Adjustment Amount Schedule shall not be subject to any adjustment pursuant to this Section 1.05, and (b) clause (c) of the Adjustment Amount Schedule shall be subject to adjustment pursuant to this Section 1.05.
Post-Closing Adjustment Payment. The Buyer shall promptly (but in any event within five (5) Business Days) deliver to the Seller or its designee any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Buyer by wire transfer of immediately available funds to an account or accounts designated by the Seller. The Seller and the Buyer shall promptly (but in any event within five (5) Business Days) deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay from the Escrow Account to an account or accounts designated by (i) the Buyer an amount equal to any Net Adjustment Amount determined pursuant to Section 2.4(c) to be due by the Seller to the Buyer (other than any Working Capital Indemnity Amount for which the Buyer elects to seek indemnification directly from the Seller pursuant to Section 2.4(c)) and (ii) the Seller the Working Capital Escrow Amount less any amount paid to the Buyer pursuant to clause (i) (or, if such difference is less than zero, zero dollars) in accordance with the terms of the Escrow Agreement.
Post-Closing Adjustment Payment. The Final Post-Closing Adjustment shall be paid by the Seller to the Purchasers within five (5) Business Days as of (a) the date of receipt by the Purchasers of an Agreement Notice on the terms provided for herein; or (b) the Post-Closing Adjustment Determination Date, in both cases net of any withholding or deduction of any Tax or bank fees, by setting off the Withheld Amount against the amount of the Final Post-Closing Adjustment, and the positive balance of such set-off, if any, shall be paid to the Seller in domestic currency and immediately available funds, by means of electronic transfer of available funds - TXX to the checking account held by the Seller to be timely indicated in writing. If the Withheld Amount is insufficient to satisfy the payment of the Post-Final Closing Adjustment, the missing amount shall be paid by the Seller to the Purchasers within the same term herein provided by means of electronic transfer of available funds - TXX to the current accounts held by the Purchasers to be timely indicated in writing, net of any withholding or deduction of any Tax or bank charges, in domestic currency and in immediately available funds.
Post-Closing Adjustment Payment. Any amounts payable pursuant to Section 2.03(c) above shall be paid promptly (but in any event within ten (10) business days) after such amounts are finally determined pursuant to Section 2.03(b) by wire transfer of immediately available funds to an account or accounts designated by the Sellers or Buyer, as applicable. In addition, if Buyer so elects in its sole discretion, Buyer may collect any amounts not paid by the Sellers pursuant to this Section 2.04 by making a claim against the Escrow Account.
Post-Closing Adjustment Payment. If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser. If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within five (5) Business Days after the date on which the Final Cash Consideration is finally determined pursuant to Section 1.04) cause the Escrow Agent to pay to the Purchaser from the Escrow Account the amount of such difference by wire transfer of immediately available funds to one or more accounts designated by the Purchaser to the Seller. The Seller shall not have any liability for any amounts due pursuant to Section 1.04 or this Section 1.05 except to the extent of the funds available in the Escrow Account.
Post-Closing Adjustment Payment. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the sum of (i) an amount (expressed as a positive or negative number) equal to the Working Capital Adjustment as finally determined pursuant to Section 2.11 minus the Working Capital Adjustment set forth in the Closing Payment Certificate; minus (ii) the amount (expressed as a positive or negative number) equal to the Company Transaction Expenses as finally determined pursuant to Section 2.11 minus the Company Transaction Expenses set forth in the Closing Payment Certificate; plus (iii) the amount (expressed as a positive or negative number) equal to the Cash as finally determined pursuant to Section 2.11 minus the Cash set forth in the Closing Payment Certificate; minus (iv) the amount (expressed as a positive or negative number) equal to the Company Debt as finally determined pursuant to Section 2.11 minus the Company Debt set forth in the Closing Payment Certificate.
Post-Closing Adjustment Payment. The “Post-Closing Adjustment” will be an amount equal to the Closing Working Capital as set forth on the Final Closing Working Capital Statement minus the Estimated Working Capital. If the Post-Closing Adjustment is a positive amount, then Buyer will pay to Seller the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller will pay to Buyer the absolute value of the Post-Closing Adjustment.
