Post-Closing Adjustment Payments. (a) The “
Post-Closing Adjustment Payments. The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.14 and binding on the parties upon the earliest of (i) the failure of Parent to timely notify the Purchaser of a dispute in accordance with Section 2.14(b)(ii), (ii) the resolution of all disputes by Parent and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm. Within two Business Days of the Closing Balance Sheet and the Closing Net Working Capital Statement being deemed final, an adjustment payment shall be made as follows, by wire transfer in immediately available funds to Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, or to the Surviving LLC, as applicable:
Post-Closing Adjustment Payments. (i) Within five Business Days following the determination of the Final Closing Statement:
Post-Closing Adjustment Payments. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the amount, if any, by which Closing Working Capital exceeds or is less than Estimated Working Capital (with any such excess expressed as a positive number and any such deficit expressed as a negative number).
Post-Closing Adjustment Payments. In the event that on the Closing Date there shall be any Rental Payments under any Space Lease which, although relating to a period prior to as of the Closing Proration Time, do not become due and payable until after Closing (such as year end common area expense reimbursements and the like), then any Rental Payments of such type received by Purchaser or its agents or Seller or its agents subsequent to the Closing Date shall, be retained by Purchaser.
Post-Closing Adjustment Payments. If the Peabody Net Working Capital or the Arch Net Working Capital reflected on the applicable Closing Statement as finalized pursuant to Section 3.5(c) is less than the Peabody Target Net Working Capital or the Arch Target Net Working Capital, respectively, the Parties shall recalculate the adjusting payments, if any, previously made pursuant to Section 3.5(b). If Peabody and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(i) or Arch and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(ii) that was too large, the Parties shall cause the JV Company or another JV Entity to refund the overage to the payor. If Peabody and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(i) or Arch and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(ii) that was too small or made no adjusting payment, Peabody or Arch, as the case may be, shall, or shall cause its Affiliates to, contribute additional cash to the JV Company in an amount necessary to cure such shortfall, plus interest on such amount from the Closing Date to the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the Closing Date plus 2% per annum. The payments required pursuant to this Section 3.5(d) shall be made within five Business Days after the Closing Statements are finalized.
Post-Closing Adjustment Payments. (a) Buyer, based on the Closing Date Balance Sheet, shall provide to the Shareholder Representative, within one hundred twenty (120) days after Closing, (i) a copy of the Closing Date Balance Sheet accompanied by the unqualified report of the Company’s accountant as provided in Section 2.9(b), and (ii) a written notice (the “Buyer Purchase Price Adjustment Notice”) providing Buyer’s calculation of (A) the Closing Working Capital Adjustment, if any (the “Actual Working Capital Adjustment”); (B) the amount by which, if any, Closing Working Capital exceeds the Required Target Amount and, in such case, the amount, if any, by which a positive Estimated Working Capital Adjustment is less than a positive Actual Working Capital Adjustment or the amount, if any, by which a negative Estimated Working Capital Adjustment is greater than a negative Actual Working Capital Adjustment or the spread, if any, between a negative Estimated Working Capital Adjustment and a positive Actual Working Capital Adjustment (in each such case, a “Shareholder Working Capital Adjustment”); and (C) the amount by which, if any, Required Target Amount exceeds Closing Working Capital and, in such case, the amount, if any, by which a positive Estimated Working Capital Adjustment is greater than a positive Actual Working Capital Adjustment or the amount, if any, by which a negative Estimated Working Capital Adjustment is less than a negative Actual Working Capital Adjustment or the spread, if any, between a positive Estimated Working Capital Adjustment and a negative Actual Working Capital Adjustment (in each such case, a “Buyer Working Capital Adjustment”).
Post-Closing Adjustment Payments. Any amounts owed by Sellers pursuant to this Section 2.4 shall be satisfied in the following manner: (i) first, as a set off against the Working Capital Holdback Amount and (ii) second, to the extent such amounts exceed the Working Capital Holdback Amount, as a claim directly against Sellers, subject to Section 2.4(c)(iv) and Section 2.4(d)(ii). Any obligations of Sellers under this Section 2.4 shall be the sole obligations of Tan. Payments pursuant to Sections 2.4(c) and 2.4(d) shall be made by wire transfer of immediately available funds to the account(s) designated by Sellers or Purchaser, as applicable, as follows: (i) if no Notice of Objection is delivered by Sellers, such amount(s) shall be paid within fifteen (15) Business Days of the earlier of the expiration of the sixty (60) day period for delivery of such Notice of Objection and the date of delivery by Purchaser of a notice that the Closing Date Schedule will be accepted without objection, or (ii) if a Notice of Objection is delivered by Sellers, (A) any net undisputed amount due shall be paid within fifteen (15) Business Days after delivery of such Notice of Objection, and (B) the remaining amount, if any, due shall be paid within fifteen (15) Business Days after the date all disputed items are finally resolved pursuant to Section 2.4(b). Any amounts payable to Sellers under this Section 2.4 shall be paid to Sellers in accordance with the percentage allocations set forth in Schedule 2.3(c) (as amended by Schedule 4 to the Escrow Agreement). Any amounts not paid when required pursuant to this Section 2.4(e) shall bear interest compounded annually from the required date of payment to the date of actual payment at the prime rate of interest as quoted in the “Money Rates” column of The Wall Street Journal published as of the last day of each calendar month. If the Wall Street Journal prime rate ceases to be made available by the publisher, or any successor to the publisher of The Wall Street Journal, the interest rate will be determined by using a comparable index.
Post-Closing Adjustment Payments. The amount of any payment required to be made pursuant to Section 1(j)(iii) shall be paid to Parent, the Paying Agent (for the benefit of the Stockholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall) and the Company (for the benefit of the Optionholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, within eight (8) days after the final determination of such amount becomes final in accordance with Section 1(j)(v). For the avoidance of doubt, in the event no payment is required to be made to Parent pursuant to Section 1(j)(iii), the Working Capital Escrow Amount shall be released to the Paying Agent (for the benefit of the Stockholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall) and the Company (for the benefit of the Optionholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, promptly, but in any event within five (5) days after the Closing Statement becomes final, and the Paying Agent and the Company shall distribute the Working Capital Escrow Amount to the Stockholders and Optionholders (in each case, in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, promptly, but in any event within five (5) days of the release of the Working Capital Escrow Amount.
Post-Closing Adjustment Payments. The amount, if any, by which the final Purchase Price exceeds the Estimated Purchase Price shall be paid by Encore by wire transfer of immediately available funds to such account or accounts as the Seller Representative may designate for disbursement to the Sellers. The amount, if any, by which the Estimated Purchase Price exceeds the final Purchase Price shall be paid through a release to Encore of such amount from the Holdback pursuant to the Escrow Agreement. Any payment pursuant to this Section 2.4(e) will be due and payable five (5) Business Days following the determination of the final Purchase Price pursuant to Section 2.4(c) (and if necessary Section 2.4(d)).
