Post-Closing Payments means an aggregate amount equal to the product of (x) THREE MILLION DOLLARS ($3,000,000) multiplied by (y) a fraction (i) the numerator of which is the number of days during the period from August 1, 2013 to the Closing Date (including both August 1, 2013 and the Closing Date) and (ii) the denominator of which is thirty one (31).
Examples of Post-Closing Payments in a sentence
Prior to the execution of this Agreement, RBC Capital Markets Corporation has delivered to Sellers board of directors its written opinion to the effect that, as of the date thereof and based upon and subject to the limitations, assumptions and other matters set forth therein, the Upfront Payment and the Post-Closing Payments to be received by Seller are fair, from a financial point of view, to Seller.
Furthermore, Seller and Purchaser understand and agree that all payments by third party payors in respect of such licensed provider numbers for goods and services provided on and after the Effective Time ("Post-Closing Payments") shall be solely for the account of Purchaser.
The Post-Closing Payments (if any) payable pursuant to this Section 2.8 shall be subject to reduction for (i) claims for indemnification made by Buyer pursuant to Article X, which are finally determined pursuant to Section 10.6 to be due and owing to Buyer and (ii) breach of Sellers obligation to use the cash in the Development Bank Account exclusively for Development Costs during the Seller Expense Period as required by Section 8.7(c).
Seller (on its behalf and on behalf of its subsidiaries) hereby irrevocably assigns to Purchaser, subject to applicable law, all right, title and interest it may have in respect of such Post-Closing Payments and hereby agrees to remit to Purchaser such Post-Closing Payments within ten (10) business days after its receipt thereof.
In the event that the amount of the Post-Closing Payments exceeds the amount otherwise payable on July 31, 1999 with respect to such Employment Liabilities, the amount of such excess shall be applied to reduce the then remaining installments of the Guaranteed Amount in chronological order.