Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a negative number, 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 Indemnification Escrow Fund by wire transfer of immediately available funds to Parent an amount equal to the Post-Closing Adjustment.
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. In the event that the Post-Closing Adjustment is determined in accordance with this Section 2.15 to be owed to Parent, an amount in cash equal to the Post-Closing Adjustment shall be paid to Parent; first from the Adjustment Escrow Amount, and then from the Indemnity Escrow Amount. In the event the Post-Closing Adjustment is determined in accordance with this Section 2.15 to be owed to the Company Securityholders, the Paying Agent shall promptly pay, and in no event later than ten (10) days following such determination (the “Adjustment Escrow Release Date”), to each Vested Stockholder and Warrantholder, such Vested Stockholder’s and Warrantholder’s Pro Rata Share of the Post-Closing Adjustment and Parent shall pay to the Surviving Corporation’s payroll agent for the benefit of the Eligible Optionholders, each Eligible Optionholder’s Pro Rata Share of the Post-Closing Adjustment. In the event that any portion of the Adjustment Escrow Amount remains after giving effect to any reductions pursuant to the first sentence of this Section 2.15(d) or disbursements pursuant to the second sentence of this Section 2.15(d), the Adjustment Escrow Amount shall be released and the Paying Agent shall pay on the Adjustment Escrow Release Date to each Vested Stockholder and Warrantholder, such Vested Stockholder’s and Warrantholder’s Pro Rata Share of the remaining Adjustment Escrow Amount and shall pay to the Surviving Corporation’s payroll agent for the benefit of the Eligible Optionholders, each Eligible Optionholder’s Pro Rata Share of the remaining Adjustment Escrow Amount.
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a negative number the Securityholders’ Agent and Acquirer shall, within two (2) Business Days after the final determination of the Post-Closing Adjustment, jointly instruct the Escrow Agent to (A) disburse from the Adjustment Escrow Fund by wire transfer of immediately available funds to the Acquirer, without withholding of any taxes, the lesser of the Indemnity Escrow Amount and the absolute amount of the Post-Closing Adjustment (without regard to the fact that it is a negative number), (B) if the absolute amount of the Post-Closing Adjustment is lower than the amount held in the Adjustment Escrow Fund, then disburse from the Adjustment Escrow Fund by wire transfer of immediately available funds to the Paying Agent, for distribution to the holders of Company Shares, vested In-the-Money Options, and Company Warrants in accordance with their respective Adjustment Escrow Pro Rata Shares, any amounts remaining in the Adjustment Escrow Fund; and (C) if the absolute amount of the Post-Closing Adjustment is greater than the amount held in the Adjustment Escrow Fund, then the Securityholders’ Agent and Acquirer shall jointly instruct the Escrow Agent to disburse from the Indemnity Escrow Fund by wire transfer of immediately available funds to the Acquirer, without withholding of any taxes, the amount by which the absolute amount of the Post-Closing Adjustment exceeds the full amount held in the Adjustment Escrow Fund.
Payment of Post-Closing Adjustment. (i) The Closing Merger Consideration shall be adjusted, which adjustment may be positive or negative (the “Post-Closing Adjustment”), in the amount, if any, of the sum of (A) the Post-Closing Working Capital Differential, plus (B) the Post-Closing Indebtedness Differential, plus (C) the Post-Closing Transaction Expenses Differential, plus (D) (1) the Post-Closing Cash Differential, minus (2) the Pre-Closing Cash Differential.
Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a Shortfall, Newco shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, (A) deduct the amount of the Post-Closing Adjustment from the Holdback Amount, and (B) disburse any remaining balance of the Holdback Amount as provided in Section 2.07. If such Shortfall is greater than the Holdback Amount, then Newco shall credit against the balance of the Convertible Note the amount by which such Shortfall exceeds the Holdback Amount.
Payment of Post-Closing Adjustment. (a) If (i) the portion of the Estimated Cash Purchase Price allocated to any Selling Entity in the Closing Estimates Statement exceeds the portion of the Cash Purchase Price as finally determined pursuant to, and in accordance with, Section 2.08 (the “Final Cash Purchase Price”) allocated to such Selling Entity, the Sellers shall pay, or shall cause the applicable Selling Entity to pay, Buyer the amount of such excess, and (ii) the portion of the Final Cash Purchase Price allocated to any Selling Entity exceeds the portion of the Estimated Cash Purchase Price allocated to such Selling Entity in the Closing Estimates Statement, Buyer shall pay to the applicable Selling Entity the amount of such excess (the excess amounts referred to in each of clauses (i) and (ii), the “Post-Closing Adjustment Amounts”).
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.
