Post-Closing Adjustment Payments. (a) The “
Post-Closing Adjustment Payments. The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.14 and binding on the parties upon the earliest of (i) the failure of Parent to timely notify the Purchaser of a dispute in accordance with Section 2.14(b)(ii), (ii) the resolution of all disputes by Parent and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm. Within two Business Days of the Closing Balance Sheet and the Closing Net Working Capital Statement being deemed final, an adjustment payment shall be made as follows, by wire transfer in immediately available funds to Holdco 1 and Holdco 2, pro rata in accordance with their respective interests in Master LLC, or to the Surviving LLC, as applicable:
Post-Closing Adjustment Payments. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the amount, if any, by which Closing Working Capital exceeds or is less than Estimated Working Capital (with any such excess expressed as a positive number and any such deficit expressed as a negative number).
Post-Closing Adjustment Payments. In the event that on the Closing Date there shall be any Rental Payments under any Space Lease which, although relating to a period prior to as of the Closing Proration Time, do not become due and payable until after Closing (such as year end common area expense reimbursements and the like), then any Rental Payments of such type received by Purchaser or its agents or Seller or its agents subsequent to the Closing Date shall, be retained by Purchaser.
Post-Closing Adjustment Payments. (i) Within five Business Days following the determination of the Final Closing Statement:
Post-Closing Adjustment Payments. If the Peabody Net Working Capital or the Arch Net Working Capital reflected on the applicable Closing Statement as finalized pursuant to Section 3.5(c) is less than the Peabody Target Net Working Capital or the Arch Target Net Working Capital, respectively, the Parties shall recalculate the adjusting payments, if any, previously made pursuant to Section 3.5(b). If Peabody and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(i) or Arch and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(ii) that was too large, the Parties shall cause the JV Company or another JV Entity to refund the overage to the payor. If Peabody and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(i) or Arch and its Affiliates made an adjusting payment pursuant to Section 3.5(b)(ii) that was too small or made no adjusting payment, Peabody or Arch, as the case may be, shall, or shall cause its Affiliates to, contribute additional cash to the JV Company in an amount necessary to cure such shortfall, plus interest on such amount from the Closing Date to the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the Closing Date plus 2% per annum. The payments required pursuant to this Section 3.5(d) shall be made within five Business Days after the Closing Statements are finalized.
Post-Closing Adjustment Payments. (a) Buyer, based on the Closing Date Balance Sheet, shall provide to the Shareholder Representative, within sixty (60) days after Closing, (i) a copy of the Closing Date Balance Sheet accompanied by the unqualified report of Company’s accountant as provided in Section 2.9(b), and (ii) a copy of Buyer’s independent accountants’ calculation of (A) the actual Closing Net Worth Adjustment, if any (the “Actual Net Worth Adjustment”); (B) the amount by which, if any, Closing Net Worth exceeds the Pro Forma Closing Net Worth and, in such case, the amount if any, by which a positive Estimated Net Worth Adjustment is less than a positive Actual Net Worth Adjustment or the amount, if any, by which a negative Estimated Net Worth Adjustment is greater than a negative Actual Net Worth Adjustment or the spread, if any, between a negative Estimated Net Worth Adjustment and a positive Actual Net Worth Adjustment (in each such case, a “Shareholder Net Worth Adjustment”); and (C) the amount by which, if any, Pro Forma Closing Net Worth exceeds Closing Net Worth and, in such case, the amount, if any, by which a positive Estimated Net Worth Adjustment is greater than a positive Actual Net Worth Adjustment or the amount, if any, by which a negative Estimated Net Worth adjustment is less than a negative Actual Net Worth adjustment or the spread, if any, between a positive Estimated Net Worth Adjustment and a negative Actual Net Worth Adjustment (in each such case, a “Buyer Net Worth Adjustment”) (such materials in item (ii) of this Section 2.10(a), the “Purchase Price Adjustment Notice”).
Post-Closing Adjustment Payments. (a) Within five (5) Business Days following the determination of the Final Closing Statement: (i) if the Post-Closing Adjustment is a negative number, then Parent and the Stockholder Representative shall provide joint written instructions to the Escrow Agent and Payments Administrator to release, and the Escrow Agent and Payments Administrator shall release, (A) an amount in cash equal to the absolute value of the Post-Closing Adjustment from the Purchase Price Adjustment Holdback to Parent or its designee, to the extent funds are available therein, and to the extent the full amount of the funds are not available therein, then from (1) first, the Reserve Holdback and (2) second, the Retention Holdback; and (B) the remainder (if any) of the Purchase Price Adjustment Holdback to the Company Securityholders as the Per Share Post-Closing Adjustment Amount in accordance with their Fully Diluted Pro Rata Shares; (ii) if the Post-Closing Adjustment is a positive number, then (A) Parent shall deposit, or cause to be deposited, with the Payments Administrator for further distribution to the Company Securityholders an amount in cash equal to the Post-Closing Adjustment and (B) Parent and the Stockholder Representative shall provide joint written instructions to the Escrow Agent and Payments Administrator to release, and the Escrow Agent and Payments Administrator shall release, an amount in cash equal to the sum of (I) the Post-Closing Adjustment and (II) the Purchase Price Adjustment Holdback to the Company Securityholders as the Per Share Post-Closing Adjustment Amount in accordance with their Fully Diluted Pro Rata Shares; and (iii) if the Post-Closing Adjustment is zero, then Parent and the Stockholder Representative shall provide joint written instructions to the Escrow Agent and Payments Administrator to release, and the Escrow Agent and Payments Administrator shall release, the Purchase Price Adjustment Holdback to the Company Securityholders as the Per Share Post-Closing Adjustment Amount in accordance with their Fully Diluted Pro Rata Shares. (b)
Post-Closing Adjustment Payments. The amount of any payment required to be made pursuant to Section 1(j)(iii) shall be paid to Parent, the Paying Agent (for the benefit of the Stockholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall) and the Company (for the benefit of the Optionholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, within eight (8) days after the final determination of such amount becomes final in accordance with Section 1(j)(v). For the avoidance of doubt, in the event no payment is required to be made to Parent pursuant to Section 1(j)(iii), the Working Capital Escrow Amount shall be released to the Paying Agent (for the benefit of the Stockholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall) and the Company (for the benefit of the Optionholders in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, promptly, but in any event within five (5) days after the Closing Statement becomes final, and the Paying Agent and the Company shall distribute the Working Capital Escrow Amount to the Stockholders and Optionholders (in each case, in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall), as applicable, promptly, but in any event within five (5) days of the release of the Working Capital Escrow Amount.
Post-Closing Adjustment Payments. The amount, if any, by which the final Purchase Price exceeds the Estimated Purchase Price shall be paid by Encore by wire transfer of immediately available funds to such account or accounts as the Seller Representative may designate for disbursement to the Sellers. The amount, if any, by which the Estimated Purchase Price exceeds the final Purchase Price shall be paid through a release to Encore of such amount from the Holdback pursuant to the Escrow Agreement. Any payment pursuant to this Section 2.4(e) will be due and payable five (5) Business Days following the determination of the final Purchase Price pursuant to Section 2.4(c) (and if necessary Section 2.4(d)).
