Post-Closing Payments Clause Samples
POPULAR SAMPLE Copied 15 times
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:
(i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and
(ii) any amounts owed by Participant to Grantor or Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring).
(b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request):
(i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a);
(ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In t...
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.
(b) On each of the three (3), six (6), nine (9) and twelve (12) month anniversaries of the Closing Date, Buyer shall transfer an amount equal to 1% of the aggregate Deferred Cash Payment (the “Interest Payments”) via wire transfer to the Seller’s Bank Account or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Member Bank Accounts in accordance with each Member’s respective Pro Rata Percentages, such that, following the payment of all four (4) Interest Payments, Buyer will have paid an amount equal to four percent (4%) of the Deferred Cash Payment in the aggregate.
(c) Payment of the Deferred Cash Payment and Interest Payments shall be secured by a proportional part of the Purchased Assets under the terms of a security agreement in substantially the form attached as Exhibit A to this Agreement (the “Security Agreement”), provided that the Security Agreement will be subordinated to any existing or future commercial lenders to Buyer, including in connection with the Financing. If requested by any such commercial lender, Seller and the Members will execute and deliver one or more subordination agreements (and any customary documents or deliverables related thereto) in form and substance reasonably satisfactory to such commercial lender, subject to approval by Seller or the Members signatory thereto, which approval will not be unreasonably withheld, conditioned or delayed.
(d) Within three (3) Business Days of the expiration of the Escrow Period, the Escrow Agent shall release 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, and pursuant to the terms of the Escrow Agreement, the balance of the Indemnity Escrow Shares in the Escrow Account which are not the subject of a dispute on or following the expiration of the Escrow Period. Any Indemnity Escrow Shares subject to such a dispute shall not be released to Seller or the Members until such dis...
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. (a) If the Closing Date Adjusted Purchase Price is greater than the Adjusted Purchase Price determined in accordance with Section 2.06 (the amount by which the Closing Date Adjusted Purchase Price exceeds the Adjusted Purchase Price herein referred to as the “Closing Amount Excess”), then Sellers shall instruct the Escrow Agent to pay to Buyer out of the Escrow Funds an amount equal to the Closing Amount Excess. If the Closing Amount Excess exceeds the amount of the Escrow Funds (the amount of such deficiency, the “Escrow Shortfall”), Sellers shall pay to Buyer, within five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with Section 2.06, an amount equal to the Escrow Shortfall.
(b) If the Adjusted Purchase Price determined in accordance with Section 2.06 is greater than the Closing Date Adjusted Purchase Price (the amount by which the Adjusted Purchase Price exceeds the Closing Date Adjusted Purchase Price herein referred to as the “Closing Amount Shortfall”), then Buyer shall pay to Sellers, within five (5) Business Days after the Adjusted Purchase Price is finally determined in accordance with Section 2.06, an amount equal to the Closing Amount Shortfall.
(c) Sellers shall pay to Buyer, and Buyer shall pay to Sellers, as applicable, any post-Closing payments as may be required herein, including pursuant to Section 2.10, Section 2.11 or Section 7.06.
Post-Closing Payments. (a) The Final Adjustment Amount shall be determined as set forth in subsections (b) and (c) of this Section 2.5. If the Final Adjustment Amount is a positive number, then Buyer shall pay such Final Adjustment Amount in cash to AIC or its designee within five (5) Business Days after the final determination thereof. If the Final Adjustment Amount is a negative number, then AIC shall pay (or cause the other Seller Parties to pay) the absolute value of such Final Adjustment Amount to Buyer in cash within five (5) Business Days after the final determination thereof. 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 to an account designated in writing by the receiving party 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, AIC shall deliver to Buyer (i) a statement (the “Final Adjustment Statement”) setting forth the balance sheets of the Companies as of the Closing Date prepared in a form consistent with the form of the Reference Balance Sheet and in accordance with the Accounting Principles, after giving effect to the Pre-Sale Restructuring Transactions but not the Pre-Sale Additional Transactions or the Specified Closing Transactions (the “Subject Balance Sheet”), and setting forth in reasonable detail AIC’s calculation of the Closing Statutory Value and the Final Adjustment Amount based thereon, and (ii) reasonable supporting documentation with respect to the calculation of the amounts set forth on the Final Adjustment Statement.
(c) Buyer shall have ninety (90) days from the date on which the Final Adjustment Statement is delivered to it to review the Final Adjustment Statement, the Subject Balance Sheet and the calculations of Closing Statutory Value and the Final Adjustment Amount based thereon (as may be tolled in accordance with this Section 2.5(c), the “Review Period”). In furtherance of such review, the Seller Parties shall provide Buyer and its Representatives with reasonable access to the employees and Representatives of the Seller Parties and their Affiliates responsible for and knowledgeable about the information set forth in the Final Adjustment Statement and the Subject Balance Sheet (including the Chief Financial Off...
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. (a) For purposes of this Section 1.6, the following terms have the meanings set forth below:
Post-Closing Payments. The parties agree that any (i) payment of the Adjustment Amount pursuant to Section 2.05(g), (ii) payment made pursuant to this Article VI or (iii) indemnification payment made pursuant to Article IX shall be treated as an adjustment to the portion of the Purchase Price attributable to the relevant Purchased Shares and to treat such adjustments consistently therewith for U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law.
Post-Closing Payments. The parties agree that any payment of any amounts in accordance with Section 2.5 and any Contingent Consideration shall be treated as an adjustment to the purchase price payable hereunder and to treat such adjustments consistently therewith for U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law.
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;