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.
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 Business Days of acceptance of the applicable Closing Working Capital Statement, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(b)(v); and (B) be paid by wire transfer of immediately available funds to such account as is directed by Purchaser or Vendor, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed, without compounding.
Payments of Post-Closing Adjustment. If the Final Cash Consideration exceeds the Estimated Cash Consideration, then, within two (2) Business Days after the final determination of the Final Cash Consideration in accordance with this Section 2.04, (i) Buyer shall pay to each Seller such Seller’s Pro Rata Share of the amount of such excess by wire transfer of immediately available funds to such Seller’s Purchase Price Bank Account, and (ii) Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay to each Seller such Seller’s Pro Rata Share of the then current balance of the Purchase Price Adjustment Escrow Fund in accordance with the Escrow Agreement. If the Estimated Cash Consideration exceeds the Final Cash Consideration, then, within two (2) Business Days after the final determination of the Final Cash Consideration in accordance with this Section 2.04, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay to (A) Buyer the amount of such excess out of the then current balance of the Purchase Price Adjustment Escrow Fund in accordance with the Escrow Agreement, and (B) each Seller such Seller’s Pro Rata Share of the then remaining balance of the Purchase Price Adjustment Escrow Fund, if any after making such payment to Buyer, in accordance with the Escrow Agreement; provided, however, if the then current balance of the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable to Buyer pursuant to clause (A) of this Section 2.04(d), then Sellers, Jointly/Severally, shall promptly pay to Buyer the unpaid portion of such amount by wire transfer of immediately available funds to the account designated by Buyer to the Sellers’ Representative in writing; provided, further, however, (but without limiting the foregoing) if the then current balance of the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable to Buyer pursuant to this Section 2.04(d), Buyer may elect, in its sole discretion, to recover the shortfall from the Indemnification Escrow Fund (and, in the event of such election, the Sellers’ Representative and Buyer shall jointly instruct the Escrow Agent accordingly).
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, shall (A) be due (x) within ten (10) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within ten (10) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Seller, as the case may be.
Payments of Post-Closing Adjustment. Within ten (10) Business Days of acceptance of the applicable Closing Working Capital Statements or if there are Disputed Amounts, then within ten (10) Business Days of the resolution described in clause (iii) above, with respect to each Company and each Company’s Closing Working Capital Statement; either (1) Buyer shall pay to the applicable Sellers the aggregate amount by which the Closing Adjustment is greater (or less negative) than the Estimated Closing Adjustment, or (2) Sellers’ Agent shall direct the Escrow Agent to pay to Buyer the amount by which the Closing Adjustment is less (or more negative) than the Estimated Closing Adjustment from the Escrow Amount). Payments under this Section 2.03(vi) to Sellers shall be made in the percentages set forth in the Schedule of Sellers by wire transfer of immediately available funds. Buyer will also be entitled, at its sole option, to set-off any payment of the Closing Adjustment payable by Sellers against any future payments payable to Sellers. The obligations of Sellers set forth in this Section shall be joint and several.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall be due (x) within ten (10) days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within ten (10) days of the resolution described in clause (v) above.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment 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 as is directed by Buyer or the Sellers, as the case may be. Any payment of the Post-Closing Adjustment owed by the Sellers to Buyer first shall be paid by the Escrow Agent from the Escrow Amount pursuant to the terms of the Escrow Agreement and any amounts in excess by Sellers.
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall (A) be due (I) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (II) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.3(c)(v); and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers’ Representative, as the case may be. The amount of any Post Closing Adjustment shall bear interest from and including the Closing Date (but excluding the date of payment) at a rate per annum equal to six percent (6%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.
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 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.04(c)(v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be. If the Sellers have not paid the Post-Closing Adjustment owed to the Buyer in the timeframe specified herein, the Buyer may obtain such amount instead through a payment by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Escrow Fund.
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 (i) be due (A) within five (5) Business Days of acceptance of the applicable Adjustment Statement or (B) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.04(c)(v), and (ii) be paid by wire transfer of immediately available funds to such account or accounts as is directed by Xxxxx or Sellers’ Representative, as the case may be. Any payment of the Post-Closing Adjustment owed by Sellers to Buyer shall be paid first by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Purchase Price Adjustment Escrow Fund. To the extent the amount of the Post-Closing Adjustment exceeds the amount available in the Purchase Price Adjustment Escrow Fund, such amount shall be paid from the Indemnity Escrow Fund or directly by the Sellers, at Buyer’s election. Any portion of the funds in the Purchase Price Adjustment Escrow Fund that is not used to satisfy such amounts owed by Sellers to Buyer hereunder shall be released to the Sellers’ Representative (for further distribution to the Sellers in accordance with their respective Pro Rata Share) in accordance with and pursuant to the terms and conditions of the Escrow Agreement.
