Final Adjustment. Following the time that the amounts of the Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness and Adjusted Working Capital are finally determined pursuant to this Section 1.4 (such finally determined amounts, respectively, the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness” and the “Final Adjusted Working Capital”), the Purchase Price shall (for the purposes of this Section 1.4(d)) be recalculated using the amounts of the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital in lieu of the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness and the Estimated Adjusted Working Capital and: (i) if (x) the result of the Purchase Price as finally determined pursuant to this Section 1.4 is greater than (y) the Estimated Purchase Price (such excess of (x) less (y), the “Surplus”), then Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, pay to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) by wire transfer of immediately available funds to an account(s) designated in writing by Sellers, an aggregate amount equal to the Surplus, and the Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release any amounts of the Adjustment Escrow Funds to the Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage); or (ii) if (x) the result of the Purchase Price as finally determined pursuant to this Section 1.4 is less than (y) the Estimated Purchase Price (such deficit of (x) relative to (y), the “Deficit”), then the Sellers’ Representative and Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, jointly instruct the Adjustment Escrow Agent in writing to pay to Parent by wire transfer of immediately available funds, out of the Adjustment Escrow Funds, an amount equal to the Deficit. If the Deficit is less than the amount of the Adjustment Escrow Funds, Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) the remaining Adjustment Escrow Funds by wire transfer of immediately available funds to an account designated in writing by Sellers. Sellers shall have no obligation to Parent to the extent the Deficit exceeds the Adjustment Escrow Amount. Upon payment of the amounts provided in this Section 1.4(d) in accordance herewith, none of the Parties may make or assert any claim under this Section 1.4.
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Sources: Merger Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Final Adjustment. Following the time that the amounts of Within two (2) Business Days after the Closing Date Statement is finalized pursuant to clause (d), (e) or (f) of this Section 1.4:
(A) if the Closing Working Capital exceeds the Estimated Closing Working Capital, Buyer shall pay (or cause to be paid) to Seller an amount equal to such excess, or (B) if the Closing Working Capital is less than the Estimated Closing Working Capital, Seller shall pay (or cause to be paid) to Buyer an amount equal to such shortfall;
(A) if the Closing Cash exceeds the Estimated Closing Cash, Unpaid Company Buyer shall pay (or cause to be paid) to Seller an amount equal to such excess, or (B) if the Closing Cash is less than the Estimated Closing Cash, Seller shall pay (or cause to be paid) to Buyer an amount equal to such shortfall;
(iii) (A) if the Group Companies Transaction Expenses exceed the Estimated Group Companies Transaction Expenses, Seller shall pay (or cause to be paid) to Buyer an amount equal to such excess, or (B) if the Group Companies Transaction Expenses are less than the Estimated Group Companies Transaction Expenses, Buyer shall pay (or cause to be paid) to Seller an amount equal to such shortfall; and
(iv) (A) if the Closing Date Indebtedness and Adjusted Working Capital are finally determined exceeds the Estimated Closing Indebtedness, Seller shall pay (or cause to be paid) to Buyer an amount equal to such excess, or (B) if the Closing Indebtedness is less than the Estimated Closing Indebtedness, Buyer shall pay (or cause to be paid) to Seller an amount equal to such shortfall; provided, that all amounts to be paid (or caused to be paid) by Buyer to Seller, or by Seller to Buyer, as applicable, pursuant to this Section 1.4 (such finally determined amounts, respectively, 1.4(h) shall be aggregated to arrive at a net amount and only a single payment shall be made by the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness” and the “Final Adjusted Working Capital”parties pursuant to this Section 1.4(h), the Purchase Price which payment shall (for the purposes of this Section 1.4(d)) be recalculated using the amounts of the Final Closing Date Cashfrom Buyer to Seller, the Final Unpaid Company Transaction Expensesor from Seller to Buyer, the Final Closing Date Indebtedness and the Final Adjusted Working Capital in lieu of the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness and the Estimated Adjusted Working Capital and:
(i) if (x) the result of the as applicable. The Purchase Price as finally determined adjusted pursuant to this Section 1.4 is greater than (y) the Estimated Purchase Price (such excess of (x) less (y), referred to as the “SurplusPurchase Price.”), then Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, pay to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) by wire transfer of immediately available funds to an account(s) designated in writing by Sellers, an aggregate amount equal to the Surplus, and the Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release any amounts of the Adjustment Escrow Funds to the Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage); or
(ii) if (x) the result of the Purchase Price as finally determined pursuant to this Section 1.4 is less than (y) the Estimated Purchase Price (such deficit of (x) relative to (y), the “Deficit”), then the Sellers’ Representative and Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, jointly instruct the Adjustment Escrow Agent in writing to pay to Parent by wire transfer of immediately available funds, out of the Adjustment Escrow Funds, an amount equal to the Deficit. If the Deficit is less than the amount of the Adjustment Escrow Funds, Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) the remaining Adjustment Escrow Funds by wire transfer of immediately available funds to an account designated in writing by Sellers. Sellers shall have no obligation to Parent to the extent the Deficit exceeds the Adjustment Escrow Amount. Upon payment of the amounts provided in this Section 1.4(d) in accordance herewith, none of the Parties may make or assert any claim under this Section 1.4.
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Final Adjustment. Following the time that the amounts of the Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness and Adjusted Working Capital are finally determined pursuant to this Section 1.4 (such finally determined amounts, respectively, the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness” and the “Final Adjusted Working Capital”), the Purchase Price shall (for the purposes of this Section 1.4(d)) be recalculated using the amounts of the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital in lieu of the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness and the Estimated Adjusted Working Capital and:
(i) if (x) the result of the Purchase Price as finally determined pursuant to this Section 1.4 is greater Not later than (y) the Estimated Purchase Price (such excess of (x) less (y), the “Surplus”), then Parent shall, within five (5) Business Days after the Final Closing Date Cash, determination of the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness Net Working Capital and the Final Adjusted Cash Amount pursuant to Section 1.3(b) or Section 1.3(c), as the case may be (the “Adjustment Payment Date”), (i) if the Final Net Working Capital are finally determined pursuant to this Section 1.4is less than the Estimated Net Working Capital, then the Seller shall pay to Sellers on a pro rata basis Buyer in immediately available funds the amount of the difference, plus interest thereon at the Applicable Rate from (based on such and including) the Closing Date to (but excluding) the date paid and (ii) if the amount of the Final Net Working Capital is greater than the Estimated Net Working Capital, then Buyer shall pay to the Seller’s Pro Rata Percentage) , by wire transfer of immediately available funds to an account(s) the account designated in writing by SellersSeller, an aggregate the amount equal of the difference, plus interest thereon at the Applicable Rate from (and including) the Closing Date to (but excluding) the Surplusdate paid. In addition, and the Sellers’ Representative and Parent shall jointly instruct not later than the Adjustment Escrow Agent Payment Date, (i) if the Final Cash Amount is less than the Estimated Cash Amount, then the Seller shall pay to Buyer in writing to release any amounts immediately available funds the amount of the Adjustment Escrow Funds difference, plus interest thereon at the Applicable Rate per annum from (and including) the Closing Date to (but excluding) the Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage); or
date paid and (ii) if (x) the result of the Purchase Price as finally determined pursuant to this Section 1.4 is less than (y) the Estimated Purchase Price (such deficit of (x) relative to (y), the “Deficit”), then the Sellers’ Representative and Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, jointly instruct the Adjustment Escrow Agent in writing to pay to Parent by wire transfer of immediately available funds, out of the Adjustment Escrow Funds, an amount equal to the Deficit. If the Deficit is less than the amount of the Adjustment Escrow FundsFinal Cash Amount is greater than the Estimated Cash Amount, Sellers’ Representative and Parent then Buyer shall jointly instruct pay to the Adjustment Escrow Agent in writing to release to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) the remaining Adjustment Escrow Funds , by wire transfer of immediately available funds to an the account designated in writing by SellersSeller, the amount of the difference, plus interest thereon at the Applicable Rate from (and including) the Closing Date to (but excluding) the date paid. Sellers shall have no obligation In the event a party that is obligated to Parent make a payment pursuant to the extent the Deficit exceeds this Section 1.3(d) fails to make such payment in full on or before the Adjustment Escrow AmountPayment Date, the unpaid amount shall bear interest at the Applicable Rate plus 2% per annum from (and including) the Adjustment Payment Date to (but excluding) the date on which such unpaid amount is paid. Upon payment of the amounts provided in Any amount which is due from Seller to Buyer pursuant to this Section 1.4(d1.3(d) may be paid by releasing funds from the Escrow Account to Buyer (and any amounts in accordance herewith, none of the Parties may make or assert any claim Escrow Account remaining after Seller’s obligations to Buyer under this Section 1.41.3(d) have been fully satisfied shall be released to Seller). If no amount is due from Seller to Buyer pursuant to this Section 1.3(d), all amounts in the Escrow Account shall be released to Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Real Estate Partners L P)
Final Adjustment. Following Once Seller Representative and Purchaser agree upon or otherwise arrive at, or once the time that the amounts of the Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness and Adjusted Working Capital are finally determined pursuant to this Section 1.4 (such finally determined amounts, respectively, the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness” and the “Final Adjusted Working Capital”), the Purchase Price shall (for the purposes of this Section 1.4(d)) be recalculated using the amounts of the Final Closing Date CashAccountant has made a final determination on, the Final Unpaid Company Transaction ExpensesAggregate Loan UPB Purchase Price, the Final Aggregate Cost of Carry Fees, the Final Aggregate Pre-Closing Date Indebtedness Servicing Fees, the Final Aggregate Pre-Closing Net Cash Flow Amount, the Final Aggregate Pre-Closing Fees, the Final Aggregate Pre-Paid Fees and the Final Adjusted Working Capital in lieu of Aggregate Customer Reversal Amount pursuant to the Estimated Closing Date Cashforegoing procedures, Sellers or Purchaser, as the Estimated Unpaid Company Transaction Expensescase may be, shall make the Estimated Closing Date Indebtedness and following payments, after netting against each other, without duplication, all payments required to be made by Sellers and/or Purchaser, as the Estimated Adjusted Working Capital and:
case may be, pursuant to clauses (i) if through (xxiv) immediately below, with all such payments being made to the result of the Purchase Price as finally determined pursuant to this Section 1.4 is greater than (y) the Estimated Purchase Price (such excess of (x) less (y), the “Surplus”), then Parent shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, pay to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) by applicable Person via wire transfer of immediately available funds to an account(s) the account or accounts designated in writing by Sellersthe Person entitled to receive such payment:
(i) To the extent the Final Aggregate Loan UPB Purchase Price is less than the Estimated Aggregate Loan UPB Purchase Price, an aggregate Sellers shall repay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Surplus, and the Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release any amounts Prime Rate as of the Adjustment Escrow Funds to the Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage); orClosing Date.
(ii) if (x) To the result of extent the Final Aggregate Loan UPB Purchase Price as finally determined pursuant to this Section 1.4 is less greater than (y) the Estimated Aggregate Loan UPB Purchase Price (Price, Purchaser shall pay such deficit of (x) relative amount to (y)Seller Representative, the “Deficit”), then the for distribution to Sellers’ Representative and Parent shall, within five (5) Business Days after following such determination, together with interest on such amount for the Final period from and including the Closing Date Cash, to but excluding the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness and the Final Adjusted Working Capital are finally determined pursuant to this Section 1.4, jointly instruct the Adjustment Escrow Agent in writing to pay to Parent by wire transfer date of immediately available funds, out of the Adjustment Escrow Funds, an amount such payment at a rate per annum equal to the Deficit. If Prime Rate as of the Deficit Closing Date.
(iii) To the extent the Final Aggregate Cost of Carry Fees are less than the Estimated Aggregate Cost of Carry Fees, Sellers shall repay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(iv) To the extent the Final Aggregate Cost of Carry Fees are greater than the Estimated Aggregate Cost of Carry Fees, Purchaser shall pay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(v) To the extent the Final Aggregate Pre-Closing Servicing Fees are less than the Estimated Aggregate Pre-Closing Servicing Fees, Sellers shall repay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(vi) To the extent the Final Aggregate Pre-Closing Servicing Fees are greater than the Estimated Aggregate Pre-Closing Servicing Fees, Purchaser shall pay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(vii) To the extent the Final Aggregate Pre-Closing Net Cash Flow Amount is less than the Estimated Aggregate Pre-Closing Net Cash Flow Amount, Purchaser shall repay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Adjustment Escrow Funds, Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release to Sellers on a pro rata basis Closing Date.
(based on such Seller’s Pro Rata Percentageviii) the remaining Adjustment Escrow Funds by wire transfer of immediately available funds to an account designated in writing by Sellers. Sellers shall have no obligation to Parent to To the extent the Deficit exceeds Final Aggregate Pre-Closing Net Cash Flow Amount is greater than the Adjustment Escrow Estimated Aggregate Pre-Closing Net Cash Flow Amount. Upon , Sellers shall pay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the amounts provided in this Section 1.4(dClosing Date.
(ix) in accordance herewithTo the extent the Final Aggregate Pre-Closing Fees are less than the Estimated Aggregate Pre-Closing Fees, none Sellers shall repay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Parties may make or assert any claim under this Section 1.4Closing Date.
(x) To the extent the Final Aggregate Pre-Closing Fees are greater than the Estimated Aggregate Pre-Closing Fees, Purchaser shall pay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(xi) To the extent the Final Aggregate Pre-Paid Fees are less than the Estimated Aggregate Pre-Paid Fees, Purchaser shall repay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(xii) To the extent the Final Aggregate Pre-Paid Fees are greater than the Estimated Aggregate Pre-Paid Fees, Sellers shall pay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(xiii) To the extent the Final Aggregate Customer Reversal Amount is less than the Estimated Aggregate Customer Reversal Amount, Sellers shall repay such amount to Purchaser within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
(xiv) To the extent the Final Aggregate Customer Reversal Amount is greater than the Estimated Aggregate Customer Reversal Amount, Purchaser shall pay such amount to Seller Representative, for distribution to Sellers, within five Business Days following such determination, together with interest on such amount for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Prime Rate as of the Closing Date.
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Final Adjustment. Following the time that the amounts of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness and the Closing Date Adjusted Working Capital are finally determined pursuant to this Section 1.4 2.04 (such finally determined amounts, respectively, the “Final Closing Date Cash”, the “Final Unpaid Company Transaction Expenses”, the “Final Closing Date Indebtedness”, the “Final Paid CapEx Amount” and the “Final Closing Date Adjusted Working Capital”), the Purchase Price shall (for the purposes of this Section 1.4(d2.04(d)) be recalculated using the amounts of the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital in lieu of the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness Indebtedness, the Paid CapEx Amount and the Estimated Closing Date Adjusted Working Capital and:
(i) if (xA) the result of the Purchase Price as finally determined pursuant to this Section 1.4 so recalculated is greater than (yB) the Estimated Purchase Price paid to Seller at Closing pursuant to Section 2.03(c)(ii) (such excess of (xA) less over (yB), the “Surplus”), then Parent Purchaser shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital are finally determined pursuant to this Section 1.42.04, (I) pay to Sellers on a pro rata basis Seller an amount equal to the Surplus and (based on such II) cause the Escrow Agent to release all amounts in the Adjustment Escrow Account to Seller’s Pro Rata Percentage) , in each case by wire transfer of immediately available funds to an account(s) account designated in writing by Sellers, an aggregate amount equal to the Surplus, and the Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing to release any amounts of the Adjustment Escrow Funds to the Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage); or
(ii) if (xA) the result of the Purchase Price as finally determined pursuant to this Section 1.4 so recalculated is less than (yB) the Estimated Purchase Price paid to Seller at Closing pursuant to Section 2.03(c)(ii) (such deficit of (xA) relative to (yB), the “Deficit”), then the Sellers’ Representative and Parent Seller shall, within five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital are finally determined pursuant to this Section 1.42.04, jointly instruct (I) cause the Adjustment Escrow Agent in writing to pay to Parent Purchaser an amount equal to the Deficit, by wire transfer of immediately available funds, out of funds from the Adjustment Escrow FundsAccount to an account designated in writing by Purchaser and (II) upon such payment, an amount equal will cause the Escrow Agent to the Deficit. If the Deficit is less than the amount of release all remaining funds in the Adjustment Escrow FundsAccount, Sellers’ Representative and Parent shall jointly instruct the Adjustment Escrow Agent in writing if any, to release to Sellers on a pro rata basis (based on such Seller’s Pro Rata Percentage) the remaining Adjustment Escrow Funds Seller by wire transfer of immediately available funds to an account designated in writing by SellersSeller. Sellers In the event the Adjustment Escrow Amount is insufficient to satisfy any amount due to Purchaser under this Section 2.04(d)(ii), no later than five (5) Business Days after the Final Closing Date Cash, the Final Unpaid Company Transaction Expenses, the Final Closing Date Indebtedness, the Final Paid CapEx Amount and the Final Closing Date Adjusted Working Capital are finally determined pursuant to this Section 2.04, the unpaid balance due shall have no obligation be paid by Seller to Parent Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser, except that, in the event such shortfall is not paid within five (5) Business Days, Purchaser may elect, in its sole discretion, to satisfy such amount from the Indemnity Escrow Amount. If Purchaser elects to satisfy such shortfall from the Indemnity Escrow Amount, Seller will, within five (5) days after written notice of such election, deliver to the Escrow Agent, by wire transfer of immediately available funds, the amount withdrawn by the Escrow Agent and paid to Purchaser in accordance with the provisions of this Section 2.04(d)(ii), to be held in escrow as part of the Indemnity Escrow Account pursuant to the terms of the Escrow Agreement. Except for Seller’s indemnification obligations pursuant to Section 9.01(a)(iii) and Section 9.01(a)(iv) with respect to the Unpaid Company Transaction Expenses, and the Closing Date Indebtedness, to the extent not taken into account in the Deficit exceeds Closing Payments or the Adjustment Escrow Amount. Upon payment of Closing Statement pursuant to this Section 2.04, the amounts provided procedure set forth in this Section 1.4(d) 2.04 for resolving disputes with respect to the Closing Statement shall be the exclusive method for resolving any disputes with respect to the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and the Closing Date Adjusted Working Capital and any resulting proposed adjustment to the Purchase Price set forth in accordance herewith, none of the Parties may make or assert any claim under this Section 1.4Closing Statement.
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