The Post-Closing Adjustment Payments. (a) Buyer and the Selling Shareholders agree that they will, and agree to cause their respective independent accountants to cooperate and assist in the preparation of the Closing Date Balance Sheet and the calculation of Initial Closing Adjustment Statement and in the conduct of the reviews referred to in Section 1.3 including without limitation, the making available to the extent necessary of books, written and electronic records, work papers and personnel. (b) If the Final Closing Adjustment Statement results in a reduction of the Purchase Price, the Seller Shareholder Representative shall, within fifteen (15) Business Days after the Final Resolution Date, deliver to Buyer a duly executed form of joint written instruction for release and payment of the aggregate amount by which the Final Closing Adjustment Statement decreased the Purchase Price from the Escrow Account. (c) If the Final Closing Adjustment Statement results in an increase in the Purchase Price, Buyer shall, within fifteen (15) Business Days after the Final Resolution Date, by wire transfer of immediately available funds to the accounts designated by the Selling Shareholders or the Seller Shareholder Representative, pay the aggregate amount by which the Final Closing Adjustment Statement resulted in an increase to the Purchase Price calculated under the terms herein. “Final Closing Adjustment Statement” means Buyer Closing Adjustment Statement as shown in Buyer’s calculation delivered pursuant to Section 1.3(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); or, if an Objection Notice is delivered, as agreed by Buyer and the Seller Shareholder Representative pursuant to Section 1.3(d) or in the absence of such agreement, as shown in the Independent Accountant Firm’s calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount less than Buyer’s calculation as set forth in Buyer Closing Adjustment Statement delivered pursuant to Section 1.3(b), or more than the Selling Shareholder’s calculation as set forth in the Shareholder Closing Adjustment Statement delivered pursuant to Section 1.3(c).
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Samples: Share Purchase Agreement, Share Purchase Agreement (Virtusa Corp)
The Post-Closing Adjustment Payments. (a) Buyer and the Selling Seller Shareholders agree that they will, and agree to cause their respective independent accountants to cooperate and assist in the preparation of the Closing Date Balance Sheet and the calculation of Initial Closing Adjustment Statement Working Capital and in the conduct of the reviews referred to in Section 1.3 including without limitation, the making available to the extent necessary of books, written and electronic records, work papers and personnel.
(b) If the Final Closing Adjustment Statement results in a reduction of Working Capital is less than the Purchase PriceTarget Working Capital, the Seller Shareholder Representative Shareholders shall, within fifteen (15) Business Days 5 days after the Final Resolution Date, deliver to Buyer a duly executed form of joint written instruction for release and payment notice of the aggregate amount by which the Final Closing Adjustment Statement decreased Working Capital is less than the Purchase Price Target Working Capital with a request to release the aggregate amount from the Escrow AccountHoldback Fund.
(c) If the Final Closing Adjustment Statement results in an increase in Working Capital exceeds the Purchase PriceTarget Working Capital, Buyer shall, within fifteen (15) Business Days 5 days after the Final Resolution Date, by deliver to the Seller Shareholders a cashier’s or certified check, or wire transfer of immediately available funds to the accounts account designated by the Selling Shareholders or the Seller Shareholder RepresentativeShareholders, pay the in an aggregate amount by which the Final Closing Adjustment Statement resulted in an increase to Working Capital exceeds the Purchase Price calculated under the terms hereinTarget Working Capital. “Final Closing Adjustment StatementWorking Capital” means Buyer Closing Adjustment Statement Working Capital as shown in Buyer’s calculation delivered pursuant to Section 1.3(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); or, if an Objection Notice is delivered, as agreed by Buyer and the Seller Shareholder Representative Shareholders pursuant to Section 1.3(d) or in the absence of such agreement, as shown in the Independent Accountant Firm’s independent accountants’ calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount Working Capital be less than Buyer’s calculation as set forth in Buyer of Closing Adjustment Statement Working Capital delivered pursuant to Section 1.3(b), or more than the Selling Shareholder’s Seller Shareholders’ calculation as set forth in the Shareholder of Closing Adjustment Statement Working Capital delivered pursuant to Section 1.3(c).
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The Post-Closing Adjustment Payments. (a) Buyer and the Selling Shareholders agree that they will, and agree to cause their respective independent accountants to cooperate and assist in the preparation of the Closing Date Balance Sheet and the calculation of Initial Closing Adjustment Statement and in the conduct of the reviews referred to in Section 1.3 including without limitation, the making available to the extent necessary of books, written and electronic records, work papers and personnel.
(bi) If the Final Closing Working Capital Adjustment Statement results in is positive (a reduction of the Purchase Price“Positive Adjustment Amount”), the Seller Shareholder Representative then Buyer shall, within fifteen (15) 5 Business Days after of the Final Resolution Settlement Date, deliver to Buyer a duly executed form the Sellers’ Representative, for the benefit of joint written instruction for release and payment of the aggregate amount by which the Final Closing Adjustment Statement decreased the Purchase Price from the Escrow Account.
(c) If the Final Closing Adjustment Statement results in an increase in the Purchase Price, Buyer shall, within fifteen (15) Business Days after the Final Resolution Dateeach Seller based upon its Pro-Rata Share, by wire transfer of immediately available funds to the accounts such account designated by the Selling Shareholders or the Seller Shareholder Representative, the Positive Adjustment Amount plus interest on such amount at the Applicable Rate from the Closing Date to the date such payment is made pursuant to this Section 2(g)(i) (calculated on the basis of a year of 365 days and the actual number of days elapsed between the Closing Date and such payment date).
(ii) If the Final Working Capital Adjustment is negative (a “Negative Adjustment Amount”), then the Buyer and the Sellers’ Representative shall within 5 Business Days of the Final Settlement Date, execute and deliver a Direction Letter (as defined in the Escrow Agreement) to the Escrow Agent releasing to Buyer (or its designee, which may be Target), from the Escrow Amount an amount equal to the Negative Adjustment Amount plus interest on such excess amount at the Applicable Rate from the Closing Date to the date such payment is made pursuant to this Section 2(g)(ii) (calculated on the basis of a year of 365 days and the actual number of days elapsed between the Closing Date and such payment date). If, at the time of release of funds by the Escrow Agent, the amount held by the Escrow Agent is insufficient to pay to the aggregate Buyer the full Negative Adjustment Amount, plus interest as calculated above, then within 3 Business Days of written demand therefore, the Sellers, jointly and severally, shall pay to Buyer (or its designee, which may be Target) an amount equal to the difference between (A) the Negative Adjustment Amount, plus interest as calculated above minus (B) the amount then held in escrow by the Escrow Agent.
(iii) For Tax purposes, all payments under this Section 2(g) shall be deemed adjustments to the Purchase Price.
(iv) For the avoidance of doubt, the determination of the Final Working Capital Adjustment and the resulting payment of a Positive Adjustment Amount or a Negative Adjustment Amount, as the case may be, is only meant to measure the extent to which the Final Closing Working Capital of Target and its Subsidiaries as of the Closing Date differs from the Targeted Closing Working Capital using consistent accounting principles, assumptions and interpretations. The determination of the Final Working Capital Adjustment Statement resulted and the resulting payment of a Positive Adjustment Amount or a Negative Adjustment Amount, as the case may be, is not intended to be used to adjust for (i) errors or omissions in an increase the Sellers’ determination of the Final Closing Working Capital that are consistent with the accounting principles, assumptions and interpretations reflected in the Most Recent Annual Financial Statements, or (ii) any inconsistencies between the Sellers’ determination of the Final Closing Working Capital (to the Purchase Price calculated under extent consistent with the terms herein. “Final Closing Adjustment Statement” means Buyer Closing Adjustment Statement as shown accounting principles, assumptions and interpretations reflected in Buyer’s calculation delivered pursuant to Section 1.3(bthe Most Recent Annual Financial Statements), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); oron the one hand, if an Objection Notice is deliveredand GAAP, as agreed by Buyer and on the Seller Shareholder Representative pursuant to Section 1.3(d) or in other hand, for which the absence of such agreement, as shown in the Independent Accountant Firm’s calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount less than Buyer’s calculation as indemnification provisions set forth in Buyer Closing Adjustment Statement delivered pursuant to Section 1.3(b), or more than 8(b) shall be the Selling Shareholder’s calculation as set forth in the Shareholder Closing Adjustment Statement delivered pursuant to Section 1.3(c)sole and exclusive remedy.
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The Post-Closing Adjustment Payments. If (ai) Buyer and the Selling Shareholders agree that they will, and agree to cause their respective independent accountants to cooperate and assist in the preparation of the Closing Date Balance Sheet and the calculation of Initial Closing Adjustment Statement and in the conduct of the reviews referred to in Section 1.3 including without limitation, the making available to the extent necessary of books, written and electronic records, work papers and personnel.
(b) If the Final Closing Adjustment Statement results in a reduction of Cash Purchase Price is greater than the Estimated Cash Purchase Price, the Seller Shareholder Representative then Parent shall, within fifteen (15) Business Days five days after the Final Resolution Date, deliver to Buyer a duly executed form of joint written instruction for release and payment of the aggregate amount by which the Final Closing Adjustment Statement decreased the Cash Purchase Price from the Escrow Account.
(cis determined under and in accordance with Section 2.8(d) If the Final Closing Adjustment Statement results in an increase in the Purchase Priceabove, Buyer shall, within fifteen (15) Business Days after the Final Resolution Date, pay to Seller by wire transfer of immediately available funds to the accounts account(s) designated by Seller, the Selling Shareholders or full amount of the Seller Shareholder Representative, pay Holdback along with the aggregate amount by which accrued interest thereon; and (ii) the Final Closing Adjustment Statement resulted Cash Purchase Price is greater than the Estimated Cash Purchase Price by more than $10,000, Parent shall, within five days after the date the Final Cash Purchase Price is determined under and in an increase accordance with Section 2.8(d) above, additionally pay to Seller by wire transfer of immediately available funds to the account(s) designated by Seller, the entire amount of such difference (without regard to the $10,000 threshold). If (x) the Final Cash Purchase Price calculated under the terms herein. “Final Closing Adjustment Statement” means Buyer Closing Adjustment Statement as shown in Buyer’s calculation delivered pursuant to Section 1.3(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); or, if an Objection Notice is delivered, as agreed by Buyer and the Seller Shareholder Representative pursuant to Section 1.3(d) or in the absence of such agreement, as shown in the Independent Accountant Firm’s calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount less than Buyer’s calculation as set forth in Buyer Closing Adjustment Statement delivered pursuant to Section 1.3(b), or the Estimated Cash Purchase Price by more than the Selling Shareholder’s calculation as set forth amount of the Holdback, Parent shall retain the full amount of the Holdback along with the accrued interest thereon and Seller shall, within five days after the date the Final Cash Purchase Price is determined under and in accordance with Section 2.8(d) above, pay to Buyer by wire transfer of immediately available funds to the Shareholder Closing Adjustment Statement delivered pursuant account(s) designated by Buyer, the entire amount of such difference in excess of the amount of the Holdback; (y) the Final Cash Purchase Price is less than the Estimated Cash Purchase Price by less than the amount of the Holdback but more than $10,000, Parent shall, within five days after the Final Cash Purchase Price is determined under and in accordance with Section 2.8(d) above, retain an amount from the Holdback equal to the difference (without regard to the $10,000 threshold) and then pay the balance of the Holdback along with the accrued interest thereon to Seller by wire transfer of immediately available funds to the account(s) designated by Seller, and (z) the Final Cash Purchase Price is less than the Estimated Cash Purchase Price by less than $10,000, Parent shall, within five days after the date the Final Cash Purchase Price is determined under and in accordance with Section 1.3(c)2.8(d) above, pay to Seller by wire transfer of immediately available funds to the account(s) designated by Seller, the full amount of the Holdback along with the accrued interest thereon.
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