Post-Closing Adjustment to Closing Payment Sample Clauses

Post-Closing Adjustment to Closing Payment. The parties hereto agree that, they have resolved all objections and disagreements respecting determination of the Closing Date Balance Sheet and that based on the unaudited combined statement of assets and liabilities of the Business as of the Closing Date (the "Closing Date Balance Sheet"), Sellers and Shareholder, jointly and severally, agree to repay to Buyer an amount equal to $4,351,000 (the "Post-Closing Adjustment). The Post-Closing Adjustment shall be made by Sellers and Shareholder by wire transfer to the Buyer on the date of execution of this Second Amendment. The parties acknowledge that the Closing Date Balance Sheet shall be final and binding for purposes of determining the Purchase Price and the line items covered thereby shall not be considered matters subject to or providing the basis for indemnification pursuant to Section 8.03 of the Agreement except to the extent otherwise provided in Section 5(A)(b) hereof.
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Post-Closing Adjustment to Closing Payment. As promptly as reasonably practicable after the Closing, Buyer shall determine, or cause to be determined, the Company’s Actual Working Capital and Actual Cash Balance as of the Working Capital Calculation Date and notify Representative thereof, together with a copy of an actual consolidated balance sheet of the Company and its Subsidiaries as of the Working Capital Calculation Date (the “Actual Closing Balance Sheet”) and Buyer’s work papers showing the calculation thereof. The Actual Closing Balance Sheet shall be prepared according to U.S. GAAP in accordance with consistently applied past practices of the Company and the definition of Actual Working Capital. Such determination shall be made in good faith and, absent manifest error, shall be binding and conclusive upon all parties hereto. Any payments made pursuant to this Section 2.4 will be treated as an adjustment to the Purchase Price. In the event that the Estimated Working Capital exceeds the Actual Working Capital or that the Estimated Cash Balance exceeds the Actual Cash Balance, Stockholders jointly and severally shall pay to Buyer, within five Business Days of the notification of the Actual Working Capital or Actual Cash Balance, an aggregate amount equal to the greater of such excesses (without any interest thereon), at the option of Buyer, in cash, the transfer and assignment of a number of shares of Buyer Common Stock then owned by them, or a combination thereof; provided that (x) any Buyer Common Stock transferred pursuant to this sentence shall be deemed to have the value per share of Buyer Common Stock equal to the lesser of the 40 day average closing price of the Buyer’s Common Stock as of the date such shares are transferred to Buyer, or $10.00 per share, and (y) each Stockholder, upon transferring such Buyer Common Stock, shall represent and warrant in writing to the Buyer that all such shares of Buyer Common Stock are free and clear of all Liens.
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Post-Closing Adjustment to Closing Payment. (a) Within 90 calendar days following the Closing, Purchaser may prepare and deliver to Seller a written schedule (the “Purchaser Closing Statement”) setting forth in reasonable detail Purchaser’s ***Certain Confidential Information Omitted calculation of (i) the Closing Working Capital and Closing Working Capital Adjustment Amount, (ii) the amount of the Cash Adjustment Amount, (iii) the amount of the Closing Indebtedness, (iv) the amount of the Company Service Provider Termination Expenses, (v) the amount of the Closing Transaction Expenses, and (vi) the Closing Payment. Purchaser shall deliver to Seller, concurrently with the Purchaser Closing Statement, all relevant supporting documentation, including such schedules and data with respect to the determinations set forth therein as may be, in Purchaser’s determination, reasonably appropriate to support the calculations set forth therein. Following the delivery of the Purchaser Closing Statement, if applicable, Purchaser shall provide Seller and its Representatives reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Purchaser or the Company (subject to the execution of customary work paper access letters, if requested), to work papers, books and records, and personnel and external representatives relating to the preparation of the Purchaser Closing Statement solely for the purpose of assisting Seller in its review of the Purchaser Closing Statement and the calculations contained therein.
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Post-Closing Adjustment to Closing Payment. (a) As soon as practicable, but no later than August 31, 2021, Cavello shall deliver to XX XXX the unaudited balance sheet of the Company as of June 30, 2021 (the “Final Balance Sheet”), which shall be prepared in accordance with U.S. generally accepted auditing principles, using the same accounting principles, methods, policies, practices and procedures as were used by the Company in preparing its audited balance sheet as of December 31, 2020, together with reasonable supporting documentation therefor. For a period of 30 days after delivery of the Final Balance Sheet (the “Review Period”), XX XXX and its accountants and other representatives shall be permitted reasonable access at reasonable times to review the Company’s books and records and any work papers to the extent reasonably related to the review of the Final Balance Sheet. XX XXX and its accountants and other representatives may make inquiries of Cavello, and its accountants and employees regarding questions concerning or disagreements with the Final Balance Sheet arising in the course of their review thereof, and Cavello shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause their respective accountants and employees to cooperate with and respond to such inquiries during the Review Period. XX XXX may dispute the Final Balance Sheet by delivering a written notice of specifically disputed items (a “Balance Sheet Dispute Notice”) to Cavello on or prior to the end of the Review Period. Cavello and XX XXX shall use commercially reasonable efforts to resolve any such dispute during the 30-day period commencing on the date Cavello receives the Balance Sheet Dispute Notice. If such disputed matters are resolved within such 30-day period, then the Final Balance Sheet, with such changes as are agreed in writing between Cavello and XX XXX, shall be deemed final, conclusive and binding on the parties for all purposes. If Cavello and XX XXX do not obtain a final resolution within such 30-day period, then the items in dispute shall be submitted promptly to KPMG Audit Limited or, if KPMG Audit Limited declines such engagement, another internationally-recognized accounting firm reasonably agreed to by Cavello and XX XXX (the “Accounting Firm”) for resolution. The Accounting Firm shall be instructed to render a determination, acting as an accounting expert and not an arbitrator, of the applicable dispute and the resulting Final Balance Sheet within 30 days (or such other ...
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Post-Closing Adjustment to Closing Payment. (a) For purposes of this Agreement:
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Post-Closing Adjustment to Closing Payment 
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Related to Post-Closing Adjustment to Closing Payment

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • 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 or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

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