Payment of Post-Closing Adjustment. Within five (5) Business Days after the Post-Closing Adjustment is determined as provided in Section 2.3(c), (i) in the event of an adjustment increasing the Merger Consideration, (x) the Representative and Parent shall jointly instruct the Escrow Agent to release to the Securityholders (in accordance with the respective percentages set forth on the Escrow Allocation Schedule) pursuant to the terms and conditions of the Escrow Agreement, the total amount of the Post-Closing Adjustment Fund from the Escrow Account by wire transfer of immediately available funds to an account or accounts of such Securityholders at one or more financial institutions in accordance with such instructions as the Securityholders may hereafter provide and (y) Parent shall cause to be paid to the Securityholders (in accordance with the relative percentages set forth on the Escrow Allocation Schedule) the amount by which the Post-Closing Operating Capital Adjustment exceeds the Post-Closing Adjustment Fund by wire transfer of immediately available funds to an account or accounts of such Securityholders at one or more financial institutions in accordance with such instructions as the Securityholders may hereafter provide; and (ii) in the event of an adjustment decreasing the Merger Consideration, the Representative and Parent shall jointly instruct the Escrow Agent to release to Parent, in accordance with the terms of the Escrow Agreement, the total amount of the Post-Closing Operating Capital Adjustment from the Post-Closing Adjustment Fund by wire transfer of immediately available funds in accordance with such instructions. If a balance remains in the Post-Closing Adjustment Fund after payment to Parent pursuant to this Section 2.3(d), then concurrently with such payment to Parent, the Representative and Parent shall jointly instruct the Escrow Agent to, and the Escrow Agent shall, release to the Securityholders in accordance with the respective percentages set forth on the Escrow Allocation Schedule such balance by wire transfer of immediately available funds to an account or accounts of such Securityholders at one or more financial institutions in accordance with such instructions as the Securityholders may hereafter provide.
Payment 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 be due (x) within 5 Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within 5 Business Days of the resolution described in clause (v) above.
Payment of Post-Closing Adjustment. Any payment required pursuant to Section 2.16(d)(i) shall be made as soon as practicable, and in any case within five (5) Business Days, after the party or parties required to make such payment receives payment instructions from the other party. If any payment is not made on or prior to such date, such unpaid amount shall thereafter bear interest at the prime rate as published in the Wall Street Journal Table of Money Rates on such date and the non-paying party or parties shall reimburse the other party for the reasonable costs and expenses actually incurred in connection with the collection of such amounts.
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a negative number, the Stockholder Representative and Parent shall, within three (3) Business Days after the final determination of the Post-Closing Adjustment, jointly instruct the Escrow Agent to disburse from the Escrow Fund by wire transfer of immediately available funds to Parent, the positive amount of the Post-Closing Adjustment.
Payment of Post-Closing Adjustment. (i) Following the final determination of the Closing Adjustment in accordance with Section 2.03(c), the Purchase Price shall be recalculated using such final Closing Adjustment. Any difference between the recalculated Purchase Price and the Purchase Price as it was originally calculated at Closing under Section 2.03(a)(ii) (the “Post-Closing Adjustment”) shall be paid to Seller Representative, if the recalculated Purchase Price is greater, or to Buyer, if the original Purchase Price is greater.
Payment of Post-Closing Adjustment. If the Sellers are required to pay to the Purchaser a post closing payment pursuant to Section 4.6, such amount shall be disbursed from the Deposit Trust, and, on the Final Resolution Date (or, if no notice of dispute is given within 20 days after the Closing as provided above, on the 21st day after the Closing), the remainder of the Deposit Trust, if any, shall be disbursed to the Sellers in accordance with Section 4.5(b). The Sellers shall be liable, jointly and severally, for any payments due as determined pursuant to Section 4.6.
Payment of Post-Closing Adjustment. Any adjustments to the Purchase Price in accordance with this Section 2.04 shall be paid to the appropriate party within 10 Business Days after delivery of the Closing Working Capital Statement.
Payment of Post-Closing Adjustment. (a) If the Purchase Price, as finally determined pursuant to Section 4.1, exceeds the Closing Purchase Price (such excess, the “Excess Amount”), then, within five (5) Business Days following the Determination Date, the Purchaser shall pay to the Seller the Excess Amount, together with interest thereon at the Prime Rate accruing from the Closing Date to the date of payment, and the Seller and the Purchaser shall provide a joint written instruction to the Escrow Agent to deliver from the Closing Adjustment Escrow Account to the Seller, by wire transfer of immediately available funds to an account designated in writing by the Seller, the full Closing Adjustment Escrow Amount.
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a negative number less than the Threshold Adjustment Amount, the Stockholder Representative and Parent shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, jointly instruct the Escrow Agent to disburse from the Escrow Fund by wire transfer of immediately available funds to Parent, the Post-Closing Adjustment payable in cash.
Payment of Post-Closing Adjustment. Within five Business Days after the Post-Closing Adjustment, including each of the components thereof, are finally determined pursuant to this Section 2.16:
