Post-Closing True-Up Sample Clauses
A Post-Closing True-Up clause establishes a process for adjusting the purchase price of a transaction after the closing date, based on the final determination of certain financial metrics such as working capital, cash, or debt. Typically, the parties agree on estimated values at closing, and once the actual figures are confirmed—often through an audit or review—a payment is made to reconcile any differences. This clause ensures that the final price accurately reflects the true financial position of the business at closing, thereby preventing either party from being unfairly advantaged or disadvantaged due to estimation errors.
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Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) the Closing Existing Net Indebtedness, and (ii) the amount by which the accrued but unpaid Transaction Expenses as of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement.
(b) The Statement shall become final and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to LQ Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day period, if any matters remain in dispute, the Parties shall submit to a nationally recognized independent public accountant (the “Accountant”) for determination any and all such matters that remain in dispute and were properly included in the Notice of Disagreement. The Accountant, who shall act as expert and not arbitrator, shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Exi...
Post-Closing True-Up. (a) No later than ninety (90) days after the Closing Date, Buyer will provide to Seller a report (the “Post-Closing Report”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s good faith calculations of (i) the actual amount of Closing Cash (the “Final Closing Cash”), including amounts retained pursuant to Section 1.4(b)(iii), (ii) the actual amounts of the Prorated Items as of the Closing (the “Final Prorated Items”), (iii) the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of all accrued vacation obligations in respect of the Business Employees as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the Post-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.
(b) If Seller disagrees with the calculations set forth in the Post-Closing Report delivered by Buyer pursuant to Section 1.5(a), Sell...
Post-Closing True-Up. Within 90 days after the Closing Date (subject to extension with the prior written consent of New Ashland Inc., such consent not to be unreasonably withheld), MAP shall prepare and deliver to Ashland a statement setting forth the MAP Partial Redemption Amount. If the MAP Partial Redemption Amount exceeds the Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount, New Ashland Inc. shall, make payment to the other party of the amount of such excess, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. Payment by MAP to New Ashland Inc. under this Section 1.06 shall be in an amount of cash and accounts receivable of MAP (such accounts receivable to be selected in accordance with the protocol set forth in Exhibit A) within 30 days of the determination by MAP of the MAP Partial Redemption Amount. The total Value of the accounts receivable payable by MAP under this Section 1.06 shall equal the product of (i) the total amount of the payment owed by MAP to New Ashland Inc. under this Section 1.06 and (ii) the AR Fraction. Payment made by New Ashland Inc. to MAP under this Section 1.06 shall be made in cash within 30 days after receipt by New Ashland Inc. of the statement setting forth the MAP Partial Redemption Amount. All cash payments under this Section 1.06 shall be made by wire transfer in immediately available funds to an Ashland bank account or a MAP bank account, as applicable, which shall be designated in writing by Ashland or MAP, as applicable, at least two business days prior to the date for such payment.
Post-Closing True-Up. (i) If the Adjustment Amount as shown on the Conclusive Adjustment Statement is a negative number, then the Stockholder Representative and Parent shall jointly instruct the Escrow Agent to release to Parent from the Working Capital and Severance Escrow Fund (and, to the extent the Working Capital and Severance Escrow Fund is insufficient, the Indemnity Escrow Fund) an amount in cash equal to such Adjustment Amount.
(ii) If the Adjustment Amount as shown on the Conclusive Adjustment Statement is a positive number, then Parent shall pay to the Agent an amount in cash equal to such Adjustment Amount for inclusion in the Payment Fund and for payment of the applicable Merger Consideration.
(iii) All payments to be made to the Agent pursuant to this Section 2.10(d) shall be made on the fifth (5th) Business Day following the date on which Parent and the Stockholder Representative agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement.
Post-Closing True-Up. The calculation of Closing Working Capital, as finally determined pursuant to Section 2.3(d) and/or 2.3(e), shall be referred to herein as “Final Closing Working Capital”. Immediately upon determination of the Final Closing Working Capital, the amount by which the Base Purchase Price would have been adjusted pursuant to Section 2.3(b) had the Estimated Working Capital equaled the Final Closing Working Capital at the time of the adjustment pursuant to Section 2.3(b) shall be calculated (the “Recalculated Adjustment”). A “Final Adjusted Purchase Price” shall be calculated by adjusting the Base Purchase Price by the Recalculated Adjustment.
Post-Closing True-Up. Notwithstanding any other provisions of this Agreement, in the event that any CAM Advisory Client has not, on or prior to the Closing Date, (a) provided its written Consent to the assignment or deemed assignment of its CAM Advisory Contract(s) (each such Person, a “True-Up CAM Advisory Client”) to the extent required under Section 6.6(a) or (b) terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s) and, in either case, has not, on or prior to the first Business Day that is six months after the Closing Date, terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s), then the Note Principal Amount shall be increased (effective as of the Closing Date) by an amount equal to the excess, if any, of (i) the Net Amount calculated using an amount equal to the sum of (x) Aggregate Closing Revenue Run Rate plus (y) the increase in such Aggregate Closing Revenue Run Rate that would have resulted if all of the CAM Advisory Clients referred to in this Section 3.4(a) and (b) had provided their written Consent in respect of the applicable CAM Advisory Contracts on or prior to the Closing over (ii) the Net Amount as calculated pursuant to Section 1.2(c) at the Closing; provided that in no event shall the increase in the Note Principal Amount pursuant to this Section 3.4 exceed the CAM Revenue Adjustment.
Post-Closing True-Up. (i) If the absolute value of the Conclusive Cash True-Up Amount is less than or equal to $10,000, then there shall be no adjustment to the Aggregate Cash Consideration, and Parent and the Shareholder Representative shall jointly instruct the Escrow Agent to release to the Exchange Agent the full Holdback Amount, and no other payments shall be made pursuant to this Section 2.6(f).
(ii) If the Conclusive Cash True-Up Amount is a negative number and the absolute value of such number exceeds $10,000, then the Shareholder Representative and Parent shall jointly instruct the Escrow Agent to (A) release to Parent from the Holdback Account and, if there shall be insufficient funds in the Holdback Account, the remainder from the Escrow Fund (and the Aggregate Cash Consideration shall be decreased by) an amount of cash equal to the absolute value of the Conclusive Cash True-Up Amount and (B) if applicable, release to the Exchange Agent for payment to the Company Shareholders the remaining balance of the Holdback Amount.
(iii) If the Conclusive Cash True-Up Amount is a positive number and the absolute value of such number exceeds $10,000, then the Aggregate Cash Consideration shall be increased by an amount equal to the Conclusive Cash True-Up Amount, and Parent shall (A) deliver such amount in cash to the Exchange Agent (to be paid to the Company Shareholders) according to the provisions of Sections 2.4 as if such increase in the Aggregate Cash Consideration were payable at the Effective Time and (B) release to the Exchange Agent for payment to the Company Shareholders the full balance of the Holdback Account.
(iv) All payments to be made pursuant to this Section 2.6(f) shall be made on or before the tenth (10th) Business Day following the date on which Parent and the Shareholder Representative agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement.
(v) If the Conclusive Cash Consideration Shortfall is greater than zero, then, then the Shareholder Representative and Parent shall jointly instruct the Escrow Agent to release to Parent from the Escrow Fund a number of shares of Parent Common Stock equal to (A) the Conclusive Cash Consideration Shortfall divided by (B) the Deemed Per-Share Value (subject to appropriate adjustment for any stock split (including a reverse stock split), reclassification, recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction,...
Post-Closing True-Up. Within 90 days after the Closing Date (subject to extension with the prior written consent of New Ashland Inc., such consent not to be unreasonably withheld), MAP shall prepare and deliver to Ashland a statement setting forth the MAP Partial Redemption Amount. If the MAP Partial Redemption Amount exceeds the Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount, New Ashland Inc. shall, make payment to the other party of the amount of such excess, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. Payment by MAP to New Ashland Inc. under this
Post-Closing True-Up. Since the transactions contemplated herein are deemed to be effective as of the Effective Time, there may be (i) certain payments made by Seller with respect to the Business and certain amounts received by Seller with respect to the Business which should have been made or received by Buyer and (ii) certain payments made by Buyer with respect to the Business and certain amounts received by Buyer with respect to the Business or Seller’s businesses which should have been made or received by Seller. Accordingly, Buyer and Seller shall, following the Closing Date, true-up such payments and receipts in accordance with the normal and customary settlement procedures of the Sellers with the applicable Party (Seller or Buyer) making net adjustment payments as necessary to effect the true-up and give effect to the transfer of the Business at the Effective Time.
Post-Closing True-Up. In the event that at any time subsequent to the Closing, URS repays the indebtedness under the MetLife Loan Agreement and the aggregate amount of indebtedness repaid, together with any interest due thereon and the prepayment, redemption or prepayment fees, surcharges, premiums or penalties associated with such repayment are less than the Prepayment Price (as defined in Section 1.1 of the MetLife Loan Agreement) that would be payable at such time were such indebtedness repaid at such time pursuant to the terms of the MetLife Loan Agreement, as 138 52 in effect on the date hereof (the amount of such difference being referred to herein as the "Prepayment Shortfall"), then Vornado shall promptly pay to Kels▇, ▇▇ a representative of the former holders of URS Common Stock an amount equal to one-half of the Prepayment Shortfall and such payment shall be distributed to the former holders of URS Common Stock and Warrants with an Exercise Price in excess of the Per Share Price ratably in proportion to their respective holdings (calculated on a fully diluted basis).