Post-Closing Payment. Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Post-Closing Payment. (a) In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is greater than the Closing Payment, Buyer shall pay Seller an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is less than the Closing Payment, Seller shall, and Parent shall cause Seller to, pay Buyer an amount in cash equal to the difference 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 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 one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Parent a statement (the “Closing Statement”) consisting of (i) a balance sheet of the Company as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the transactions contemplated by this Agreement that are to occur at or immediately prior to the Closing, (ii) a calculation (in reasonable detail) of the amount of the Adjusted Statutory Book Value, the Adjusted Statutory Book Value Target, each as of the Effective Time, Closing Indebtedness and Transaction Expenses each as of the Closing Date, derived from such balance sheet (provided that for purposes of such calculation, the Adjusted Statutory Book Value will reflect any payment of Closing Indebtedness or Transaction Expenses made by the Company between the Effective Time and the Closing) and (iii) the items of adjustment to the Base Price to arrive at the Closing Payment pursuant to Section 2.4(b) based on the Closing Statement as of the Effective Time (the amount based thereon, the “Final Closing Payment”). The Closing Statement shall be (i) in the same format as the Pro Forma Closing Statement; (ii) accompanied by work papers and other supporting documentation with respect to the calculation of the amounts set forth thereon; and (iii) accompanied by a written certificate of the chief financial or accounting officer of the Company certifying that the Closing Statement (x) was...
Post-Closing Payment. If the Adjustment Amount exceeds the Estimated Adjustment Amount, Parent shall, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to WNR the amount by which the Adjustment Amount exceeds the Estimated Adjustment Amount. If the Adjustment Amount is less than the Estimated Adjustment Amount, Weyerhaeuser shall cause WNR to, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to Parent the amount by which the Estimated Adjustment Amount exceeds the Adjustment Amount. Any payment made pursuant to this Section 5.04 shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Post-Closing Payment. Promptly (but not later than five (5) Business Days) after the final and binding determination of the Closing Net Working Capital as set forth in Section 2.3(c)(iii):
Post-Closing Payment. If the Net Worth Adjustment is a positive amount, the Holdback Amount shall be paid to Seller (along with any interest accrued thereon) and Buyer shall pay the Net Worth Adjustment to Seller.
Post-Closing Payment. Subject and pursuant to the following provisions of this Section 2.5, Purchaser shall pay up to an aggregate of $3,000,000 (the “Maximum Earn-Out Amount”) to the Selling Members as additional purchase consideration (the “Earn-Out Payments”).
Post-Closing Payment. Pubco will use its best efforts to, after three (3) months following the Closing Date, make a cash payment of $20,000 to Xxxx Xxxxxxx.
Post-Closing Payment. (a) If there is Adjustment Consideration, then (i) Buyer shall, within five (5) Business Days of the final determination of the Adjustment Consideration under Section 2.06, issue additional Stock Consideration to the Camden Stockholders in an amount corresponding to the value of the Adjustment Consideration, apportioned among them based on their respective Camden Pro Rata Percentages, and (ii) Buyer and the Equityholders’ Representative shall promptly direct the Escrow Agent to release the Adjustment Escrow to the Camden Stockholders, apportioned among them based on their respective Camden Pro Rata Percentages.
Post-Closing Payment. Within ten (10) Business Days after delivery of the Cumulative Revenue Report in which it is reported that the aggregate Cumulative Revenue since the Closing Date meets or exceeds $20,000,000, the Purchaser shall pay to the Seller Parties an amount equal to $6,000,000.
Post-Closing Payment. (i) As promptly as practicable after the end of the calendar month in which the Deemed Closing Date occurs, Purchaser will post all entries and close Company's books as of the end of such month. Financial statements for Company as of the Deemed Closing Date will be prepared based upon the assumption that Company's profit and loss for the month in which the Deemed Closing Date occurs will be allocated between Purchaser and Stockholders based upon the number of days in the month that each owned or is deemed to have owned the Company Stock. Purchaser's first day of ownership of the Company Stock will be the Closing Date, unless the Closing does not occur by December 31, 1997, in which case Purchaser's first day of ownership will be deemed to be January 1, 1997. -----------------------
