Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less:
(i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and
(ii) any amounts owed by Participant to Grantor or Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring).
(b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request):
(i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a);
(ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In t...
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.
(b) On each of the three (3), six (6), nine (9) and twelve (12) month anniversaries of the Closing Date, Buyer shall transfer an amount equal to 1% of the aggregate Deferred Cash Payment (the “Interest Payments”) via wire transfer to the Seller’s Bank Account or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Member Bank Accounts in accordance with each Member’s respective Pro Rata Percentages, such that, following the payment of all four (4) Interest Payments, Buyer will have paid an amount equal to four percent (4%) of the Deferred Cash Payment in the aggregate.
(c) Payment of the Deferred Cash Payment and Interest Payments shall be secured by a proportional part of the Purchased Assets under the terms of a security agreement in substantially the form attached as Exhibit A to this Agreement (the “Security Agreement”), provided that the Security Agreement will be subordinated to any existing or future commercial lenders to Buyer, including in connection with the Financing. If requested by any such commercial lender, Seller and the Members will execute and deliver one or more subordination agreements (and any customary documents or deliverables related thereto) in form and substance reasonably satisfactory to such commercial lender, subject to approval by Seller or the Members signatory thereto, which approval will not be unreasonably withheld, conditioned or delayed.
(d) Within three (3) Business Days of the expiration of the Escrow Period, the Escrow Agent shall release 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, and pursuant to the terms of the Escrow Agreement, the balance of the Indemnity Escrow Shares in the Escrow Account which are not the subject of a dispute on or following the expiration of the Escrow Period. Any Indemnity Escrow Shares subject to such a dispute shall not be released to Seller or the Members until such dis...
Post-Closing Payments. The Buyer and the Sellers acknowledge and --------------------- agree that the Buyer shall establish a new Agent ID with respect to each cellular service agreement assumed. Except for the Assumed Liabilities, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, (i) if invoices are received by the Buyer that are the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the Seller, and (ii) if invoices are received by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for payment.
Post-Closing Payments. (a) Subject to Section 12.1, on the Post-Closing Payment Date, Buyer shall pay or cause to be paid to Seller, in immediately available funds to an account designated by Seller, the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily).
(b) If the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, Buyer and Seller shall establish with the Escrow Agent an escrow account, and Buyer shall deposit an amount (the "Holdback") equal to the lesser of (i) $4,200,000 and (ii) $8,000,000, minus the Negative Total Equity Adjustment, if any, plus, the Sludge Amount, with the Escrow Agent, which shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit C (the "Holdback Escrow Agreement").
(c) If the Litigation Claim has become a Final Claim on or before the Post-Closing Payment Date, Buyer shall not subtract the Holdback from any payments required to be made to Seller pursuant to Section 3.4(a).
(d) On or before the Post-Closing P...
Post-Closing Payments. (a) For purposes of this Section 1.6, the following terms have the meanings set forth below:
Post-Closing Payments. (a) If the Closing Date Adjusted Purchase Price is greater than the Adjusted Purchase Price determined in accordance with Section 2.06 (the amount by which the Closing Date Adjusted Purchase Price exceeds the Adjusted Purchase Price herein referred to as the “Closing Amount Excess”), then Sellers shall instruct the Escrow Agent to pay to Buyer out of the Escrow Funds an amount equal to the Closing Amount Excess. If the Closing Amount Excess exceeds the amount of the Escrow Funds (the amount of such deficiency, the “Escrow Shortfall”), Sellers shall pay to Buyer, within five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with Section 2.06, an amount equal to the Escrow Shortfall.
(b) If the Adjusted Purchase Price determined in accordance with Section 2.06 is greater than the Closing Date Adjusted Purchase Price (the amount by which the Adjusted Purchase Price exceeds the Closing Date Adjusted Purchase Price herein referred to as the “Closing Amount Shortfall”), then Buyer shall pay to Sellers, within five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with Section 2.06, an amount equal to the Closing Amount Shortfall.
(c) Sellers shall pay to Buyer, and Buyer shall pay to Sellers, as applicable, any post-Closing payments as may be required herein, including pursuant to Section 2.10, Section 2.11 or Section 7.06.
Post-Closing Payments. (a) The Final Adjustment Amount shall be determined as set forth in subsections (b) and (c) of this Section 2.5. If the Final Adjustment Amount is a positive number, then Buyer shall pay such Final Adjustment Amount in cash to AIC or its designee within five (5) Business Days after the final determination thereof. If the Final Adjustment Amount is a negative number, then AIC shall pay (or cause the other Seller Parties to pay) the absolute value of such Final Adjustment Amount to Buyer in cash within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall (i) be made by wire transfer of immediately available funds to an account designated in writing by the receiving party and (ii) include interest on the amount required to be paid at the Applicable Rate, compounded annually on the basis of a year of 365 days, from (and including) the Closing Date to (but excluding) the date such payment is made.
(b) No later than ninety (90) days after the Closing Date, AIC shall deliver to Buyer (i) a statement (the “Final Adjustment Statement”) setting forth the balance sheets of the Companies as of the Closing Date prepared in a form consistent with the form of the Reference Balance Sheet and in accordance with the Accounting Principles, after giving effect to the Pre-Sale Restructuring Transactions but not the Pre-Sale Additional Transactions or the Specified Closing Transactions (the “Subject Balance Sheet”), and setting forth in reasonable detail AIC’s calculation of the Closing Statutory Value and the Final Adjustment Amount based thereon, and (ii) reasonable supporting documentation with respect to the calculation of the amounts set forth on the Final Adjustment Statement.
(c) Buyer shall have ninety (90) days from the date on which the Final Adjustment Statement is delivered to it to review the Final Adjustment Statement, the Subject Balance Sheet and the calculations of Closing Statutory Value and the Final Adjustment Amount based thereon (as may be tolled in accordance with this Section 2.5(c), the “Review Period”). In furtherance of such review, the Seller Parties shall provide Buyer and its Representatives with reasonable access to the employees and Representatives of the Seller Parties and their Affiliates responsible for and knowledgeable about the information set forth in the Final Adjustment Statement and the Subject Balance Sheet (including the Chief Financial Off...
Post-Closing Payments. All monies received by E-LOAN after the transfer of title to any Loan shall be promptly turned over to Correspondent.
Post-Closing Payments. (a) The date on which both of the Final Working Capital and the Final Debt Amount have been finally determined in accordance with Section 3.04 is hereinafter referred to as the “Determination Date”, and the amount of such Final Working Capital and the Final Debt Amount shall be used to adjust the Common Equity Consideration (the amount of such adjustment as determined pursuant to the following two sentences, “Final Adjustment Amount”). In the event that the sum of (i) the Final Working Capital less the Estimated Working Capital and (ii) the Estimated Debt Amount less the Final Debt Amount is a positive number, then Parent shall pay to the Paying Agent, for prompt payment to the Equityholders, in proportion to their respective aggregate Equityholder’s Percentage in the Escrow Account, an amount equal to such positive number (less any applicable withholding Taxes in accordance with Section 3.06, which applicable withholding Taxes shall be paid to the Surviving Corporation immediately after being so withheld for further payment to the applicable Governmental Entity), together with interest thereon at a rate equal to the average LIBOR for the period beginning on the Closing Date and ending on the date of payment. In the event that the sum of (x) the Final Working Capital less the Estimated Working Capital and (y) the Estimated Debt Amount less the Final Debt Amount is a negative number, then the Stockholders’ Representative and Parent shall direct the escrow agent maintaining the Escrow Account to pay Parent an amount equal to the absolute value of such negative number, together with interest earned thereon. Any required payment shall be made by Parent or the escrow agent (at the direction of the Stockholders’ Representative), as the case may be, on the third Business Day following the Determination Date, in immediately available funds by wire transfer to, in the case of the Equityholders, the Paying Agent and, in the case of Parent, such bank account or accounts as Parent may specify. At the time of the payment of the Final Adjustment Amount pursuant to this Section 3.05, the balance of the Escrow Account shall be paid to the Paying Agent for distribution by the Paying Agent to the Equityholders in accordance with their respective Equityholder’s Percentages. If the funds held pursuant to the Escrow Agreement are not sufficient to pay the Final Adjustment Amount, then Parent shall have the right to setoff and apply the Construction Milestone Payment or a Coal ...
Post-Closing Payments. Seller agree promptly to endorse and pay over or cause to be endorsed and paid over to Buyer, without deduction or offset, the full amount of any payment received by Seller after the Closing in respect of goods sold or services rendered as part of the Business, except for payments regarding goods sold and shipped prior to the Effective Date.
