Post-Closing Payments. (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.
Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less:
Post-Closing Payments. (a) For purposes of this Section 1.6, the following terms have the meanings set forth below:
Post-Closing Payments. (a) Subject to Section 12.1, on the Post-Closing Payment Date, Buyer shall pay or cause to be paid to Seller, in immediately available funds to an account designated by Seller, the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily).
Post-Closing Payments. All monies received by E-LOAN after the transfer of title to any Loan shall be promptly turned over to Correspondent.
Post-Closing Payments. The Buyer and the Sellers acknowledge and --------------------- agree that the Buyer shall establish a new Agent ID with respect to each cellular service agreement assumed. Except for the Assumed Liabilities, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, (i) if invoices are received by the Buyer that are the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the Seller, and (ii) if invoices are received by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for payment.
Post-Closing Payments. (i) The Total Merger Consideration, calculated based on (i) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses and (iv) the amount of Closing Net Working Capital, each as deemed final and binding on the Parties pursuant to this Section 2.4, is referred to herein as the “Final Merger Consideration”.
Post-Closing Payments. Seller agree promptly to endorse and pay over or cause to be endorsed and paid over to Buyer, without deduction or offset, the full amount of any payment received by Seller or any Seller Entity after the Closing in respect of goods sold or services rendered as part of the Businesses.
Post-Closing Payments. The Parties shall follow the following rules and procedures in determining any amounts payable pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22: (a) all calculations of payments required to be made pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22 will be made in accordance with International Financial Reporting Standards; (b) any notice provided by a Party pursuant to Section 2.18, 2.19, 2.20, 2.21 or 2.22 (a “Payment Notice”) shall include sufficient detail, and the Party delivering the Payment Notice shall provide all records, supporting documents and working papers, necessary to support the calculations provided therein; (c) upon receipt by a Party of a Payment Notice, such Party shall have 15 Business Days from the date of receipt of the Payment Notice (the “Dispute Period”) to review and provide any objections to the methods, calculations or other determinations made in the Payment Notice by providing notice (a “Notice of Objection”) to the Party delivering the Payment Notice setting forth a detailed statement of the basis of such Party’s objections and each amount in dispute; (d) if a Party delivers a Notice of Objection, the Parties shall work expeditiously and in good faith in an attempt to resolve such objections within 10 Business Days following the date of delivery of the Notice of Objection. Failing resolution of any objection raised by a Party, the dispute shall be submitted for determination to an independent firm of chartered professional accountants or independent firm of certified public accountants mutually agreed upon by the Parties. Such firm of chartered professional accountants or certified public accountants shall be entitled to retain valuators, appraisers or other experts to assist them in making a determination as to fair market value. The determination of such firm shall be final and binding upon the Parties and shall not be subject to appeal, absent manifest error. The Parties acknowledge and agree that such firm are deemed to be acting as experts for the purpose of determining the merits of the Notice of Objection and not as arbitrators;
Post-Closing Payments. Seller promptly will remit to Buyer all payments on Loans and amounts intended as Deposits or otherwise relating to the Loans or Deposits that are received by Seller after the Effective Time. If the balance due on any Loan has been reduced by Seller as a result of a payment by check or other instrument received prior to the Effective Time and if the paying instrument is returned to Seller after the Effective Time as uncollectible, an amount equal to the reduction will be paid by Buyer to Seller and Seller will assign all right, title and interest in the uncollectible item to Buyer.
