Post-Closing Payment Clause Samples
The Post-Closing Payment clause defines the obligation for one party to make additional payments to the other after the main transaction has closed. Typically, this clause outlines the timing, calculation method, and conditions under which these payments are due, such as adjustments for working capital, earn-outs based on future performance, or resolution of contingent liabilities. Its core function is to ensure that any financial matters not fully settled at closing are addressed in a structured manner, thereby reducing the risk of disputes and ensuring both parties are fairly compensated according to the final terms of the deal.
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Post-Closing Payment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Adjustment Amount Statement”) setting forth Purchaser’s calculation of the Adjustment Amount as of the Closing Date and, based thereon, a statement of Purchaser’s calculation of the Post-Closing Payment. The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.
(b) Purchaser shall give, and shall exercise the voting, governance and contractual powers available to it to cause the Company and the Company Subsidiaries to give, the Seller Representative and its representatives reasonable access during normal business hours to such employees, officers, facilities and such books and records of the Company and the Company Subsidiaries, as is reasonably necessary to allow the Seller Representative and its representatives to review the Adjustment Amount Statement.
(c) The Seller Representative may, in good faith, dispute the Adjustment Amount Statement by delivery of written notice thereof (an “Adjustment Notice”) to Purchaser within thirty (30) days following receipt by the Seller Representative of the Adjustment Amount Statement. The Adjustment Notice shall set forth in reasonable detail all items disputed by the Seller Representative, together with the Seller Representative’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller Representative proposes such changes. If (i) by written notice to Purchaser, the Seller Representative accepts the Adjustment Amount Statement or (ii) the Seller Representative fails to deliver an Adjustment Notice within the prescribed thirty (30)-day period (which failure shall result in the Seller Representative and Sellers being deemed to have agreed to the Adjustment Amount Statement delivered by Purchaser), the Adjustment Amount Statement delivered by Purchaser shall become final and binding on the Seller Representative, Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs.
(d) If the Seller Representative has timely delivered an Adjustment Notice, then Purchaser and the Seller Representative sh...
Post-Closing Payment. Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Post-Closing Payment. If the Adjustment Amount exceeds the Estimated Adjustment Amount, Parent shall, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to WNR the amount by which the Adjustment Amount exceeds the Estimated Adjustment Amount. If the Adjustment Amount is less than the Estimated Adjustment Amount, Weyerhaeuser shall cause WNR to, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to Parent the amount by which the Estimated Adjustment Amount exceeds the Adjustment Amount. Any payment made pursuant to this Section 5.04 shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Post-Closing Payment. If the Net Worth Adjustment is a positive amount, the Holdback Amount shall be paid to Seller (along with any interest accrued thereon) and Buyer shall pay the Net Worth Adjustment to Seller.
Post-Closing Payment. (a) The True-Up Amount shall be calculated based on the determination of the Adjusted Final Amount as set forth in subsections (b) and (c) of this Section 2.5. If the True-Up Amount is a positive number, Buyer shall pay Seller and the Minority Shareholders, or their respective designees, their Pro Rata Percentages of the True-Up Amount within five (5) Business Days after the final determination thereof. If the True-Up Amount is a negative number, (1) Seller shall pay Buyer an amount in cash equal to the absolute value of the True-Up Amount within five (5) Business Days after the final determination thereof, and (2) the Seller may recoup the Minority Shareholders’ Pro Rata Percentages of such True-Up Amount from the Minority Shareholders; provided that, in the sole discretion of Buyer, such amount may be paid from the Escrowed Funds, in which case the Buyer and Seller shall jointly instruct the Escrow Agent by executing and delivering a certificate to the Escrow Agent to pay to Buyer such amount from the Escrowed Funds. Any payments required to be made by either party pursuant to this Section 2.5(a) shall (i) be made by wire transfer of immediately available funds and (ii) include interest on the amount required to be paid at the Applicable Rate, compounded annually on the basis of a year of 365 days, from (and including) the Closing Date to (but excluding) the date such payment is made.
(b) No later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Updated Adjustment Statement”) consisting of the proposed Final Financial Statements and Buyer's calculations of the Final Adjustment, the DAC Adjustment, the RBC Adjustment, the Company Distribution Adjustment, the Company Transaction Expenses, all as of the Adjustment Time, and the Adjusted Final Amount based thereon. The Updated Adjustment Statement shall be (i) in the form of the Example Calculation, (ii) accompanied by work papers and other supporting documentation with respect to the calculation of the amounts set forth thereon; and (iii) accompanied by a written certificate of the chief financial or accounting officer of the Company certifying that the Updated Adjustment Statement (x) was prepared in good faith, (y) is based upon the Books and Records, and (z) was prepared in accordance with the Specified Accounting Principles. In furtherance of such preparation, Seller will make reasonably available the employees of Seller and its Affiliates to Buyer and its Re...
Post-Closing Payment. Subject and pursuant to the following provisions of this Section 2.5, Purchaser shall pay up to an aggregate of $3,000,000 (the “Maximum Earn-Out Amount”) to the Selling Members as additional purchase consideration (the “Earn-Out Payments”).
Post-Closing Payment. Promptly (but not later than five (5) Business Days) after the final and binding determination of the Closing Net Working Capital as set forth in Section 2.3(c)(iii):
(i) if Closing Net Working Capital is less than the Estimated Net Working Capital, then the Purchase Price shall be reduced by the amount by which the Closing Net Working Capital is less than the Estimated Net Working Capital and the Seller shall pay by wire transfer to an account designated by the Buyer such amount.
(ii) if Closing Net Working Capital is greater than the Estimated Net Working Capital, then the Purchase Price shall be increased by the amount by which the Closing Net Working Capital is greater than the Estimated Net Working Capital and the Buyer shall pay by wire transfer to an account designated by the Seller such amount.
Post-Closing Payment. Pubco will use its best efforts to, after three (3) months following the Closing Date, make a cash payment of $20,000 to ▇▇▇▇ ▇▇▇▇▇▇▇.
Post-Closing Payment. The Estimated Payment Adjustment Amount and the WC Adjustment Amount when added together (which may be a positive or negative number) shall collectively be referred to as the "Adjustment Amount." If the Adjustment Amount is positive, the Adjustment Amount shall be paid by wire transfer by Seller to an account specified by Purchaser. If the Adjustment Amount is negative, the Adjustment Amount (treated as if it were a positive number) shall be paid by wire transfer by Purchaser to an account specified by Seller. All payments shall be made together with interest at a rate of 3% per annum, which interest shall begin accruing on the Closing Date and end on the date that the payment is made. Within three business days after the calculation of the Actual Payment Amount and Closing Date Working Capital becomes binding and conclusive on the parties pursuant to Section 2.2(d), Seller or Purchaser, as the case may be, shall make the wire transfer payment provided for in this Section 2.2(c).
Post-Closing Payment. (a) If there is Adjustment Consideration, then (i) Buyer shall, within five (5) Business Days of the final determination of the Adjustment Consideration under Section 2.06, issue additional Stock Consideration to the Camden Stockholders in an amount corresponding to the value of the Adjustment Consideration, apportioned among them based on their respective Camden Pro Rata Percentages, and (ii) Buyer and the Equityholders’ Representative shall promptly direct the Escrow Agent to release the Adjustment Escrow to the Camden Stockholders, apportioned among them based on their respective Camden Pro Rata Percentages.
(b) If the Adjustment Amount as finally determined under Section 2.06 is a negative number, then Buyer may, as its sole and exclusive recourse, recover the absolute value of the Adjustment Amount from the Adjustment Escrow, and Buyer and the Equityholders’ Representative shall direct the Escrow Agent to release the Stock Consideration corresponding thereto to Buyer, with any Adjustment Amount in excess of the Adjustment Escrow resulting in the full release of the Adjustment Escrow to Buyer.
(c) If a portion of the Adjustment Escrow remains after any deduction of the Adjustment Amount pursuant to Section 2.07(b), then Buyer and the Equityholders’ Representative shall promptly direct the Escrow Agent to release the balance of the Adjustment Escrow to the Camden Stockholders, apportioned among them based on their respective Camden Pro Rata Percentages.
(d) As used herein: