POST-CLOSING REFUND Sample Clauses

POST-CLOSING REFUND. If the Net Worth Adjustment is a negative amount, Seller will refund to Buyer the Net Worth Adjustment (treated as a positive amount) from the Holdback Amount (which Buyer may retain, to the extent necessary to pay the Net Worth Adjustment) and, if necessary, also by the wire transfer of immediately available funds to an account designated in writing by Buyer (or a combination of both). The balance of the Holdback Amount, if any, shall be paid to Seller (along with any interest accrued thereon).
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POST-CLOSING REFUND. If the Balance Sheet Adjustment is a negative amount, Seller will refund to Buyer the Balance Sheet Adjustment (treated as a positive amount) from the Holdback Amount (which Buyer may retain, to the extent necessary to pay the Balance Sheet Adjustment) and the wire transfer of immediately available funds to an account
Sample 1
POST-CLOSING REFUND. For the purposes of this SECTION 2.2(e), the term "Net Worth" means the line item Equity/Intercompany prepared on a basis consistent with the line item Equity/Intercompany in the unaudited proforma consolidated balance sheet of Company at December 31, 1995, set forth in Schedule 4.1(o). To the extent the Net Worth of the Company as shown in the Final Closing Statement is less than $66.5 million, Seller will refund to Buyer, by wire transfer of immediately available funds, an amount equal to such shortfall.
Sample 1
POST-CLOSING REFUND. If the Purchase Price Adjustment is a negative amount, the Holdback shall be reduced by such negative amount to a maximum of the Holdback. If the negative amount of the adjustment exceeds the Holdback, the Seller will return cash consideration received from Buyer pursuant to Section 3.(b)(i) in an amount equal to the amount by which the negative adjustment exceeds the Holdback. In the event the amount of the Holdback is reduced, Buyer shall retain such reduction.
Sample 1
POST-CLOSING REFUND. Following the Closing, Purchaser shall use commercially reasonable efforts to assert claims with respect to certain overbilled payments made by the Project Company prior to the Closing Date (the “Pre-Closing Overbilled Payments”) to San Diego Gas & Electric Company (“SDG&E”) for retail purchases of station power. All recoveries (including any credits applied to future bills) in respect of such Pre-Closing Overbilled Payments shall be for the account of Seller whether recovered from SDG&E before or after the Closing Date. In furtherance of the foregoing, to the extent that Purchaser or Project Company receives any recoveries from SDG&E in respect of such Pre-Closing Overbilled Payments, Purchaser shall, or shall cause Project Company to, promptly pay over such recoveries to Seller.
Sample 1
POST-CLOSING REFUND. If, after giving effect to the Final Post-Closing Purchase Price Adjustment, the Purchase Price applicable to a Seller is decreased, then the applicable Seller shall refund to Buyer the amount of such decrease by means of a wire-transfer of immediately available funds to an account designated by Buyer. Any such post-closing refund shall be made not more than three (3) days after the Preliminary Post-Closing Purchase Price Adjustment of that Seller becomes the Final Post-Closing Purchase Price Adjustment of that Seller.
Sample 1

Related to POST-CLOSING REFUND

  • 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 Audit (a) Promptly following the Closing Date, and in no event later than fifteen (15) days following the Closing Date, and at any time thereafter as ADK may request, Seller shall provide to ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as ADK may request in order to enable ADK to determine whether it is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by ADK with the SEC under the 1933 Act, in accordance with Regulation S X (“Regulation S-X”) promulgated by the SEC (the “Requirement Financial Statements”). Seller will provide to ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be available to address any questions of ADK and ADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • 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.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

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