True-Up Payments. Not later than the tenth (10th) Business Day following the Closing Statement being deemed final pursuant to Section 1.6(b)(iii): (i) If (x) the Closing Regulatory Capital is less than the Estimated Closing Regulatory Capital and/or (y) the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, the Sellers shall pay to an account specified by Apollo an amount equal to the greater of the shortfall (if any) described in (x) or (y). (ii) If (x) the Closing Regulatory Capital exceeds the Estimated Closing Regulatory Capital and/or (y) the Closing Net Working Capital exceeds the Estimated Closing Net Working Capital, Apollo shall use reasonable best efforts to cause the Acquired Companies to distribute an amount sufficient to pay to an account specified by the Sellers an amount equal to the lesser of the excess (if any) described in (x) or (y), provided that with respect to any distribution made by RCS and/or SC Distributors, FINRA does not object or otherwise place any restriction or other burdensome condition on such distribution.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (RCS Capital Corp), Membership Interest Purchase Agreement (Apollo Global Management LLC), Membership Interest Purchase Agreement (Apollo Global Management LLC)
