Post-Closing Adjustment definition

Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

Post-Closing Adjustment has the meaning set forth in Section 3.3(c).

Post-Closing Adjustment shall have the meaning set forth in Section 2.6.

Examples of Post-Closing Adjustment in a sentence

• If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller.

• The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

• The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

• If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

• Amounts owed under this paragraph shall be paid to the party to whom they are owed in cash at the Closing or in the Post-Closing Adjustment Period (as defined below) in the same manner as if the underlying real property were being sold.

More Definitions of Post-Closing Adjustment

Post-Closing Adjustment has the meaning set forth in Section 1.7(a).

Post-Closing Adjustment has the meaning set forth in Section 2.4(h).

Post-Closing Adjustment shall be an amount equal to the difference between Estimated Working Capital minus Closing Working Capital. If the Post-Closing Adjustment is a negative number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a positive number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, in each case, in accordance with Section 2.06(b)(vii).

Post-Closing Adjustment shall have the meaning set forth in Section 2.3(e).

Post-Closing Adjustment has the meaning ascribed to it in Section 2.9(e).

Post-Closing Adjustment shall be an amount equal to (A) if the Closing Working Capital is greater than the Estimated Closing Working Capital, the Closing Working Capital minus the Estimated Closing Working Capital (an “Excess”), and (B) if the Closing Working Capital is less than the Estimated Closing Working Capital, the Estimated Closing Working Capital minus the Closing Working Capital (a “Shortfall”).

Post-Closing Adjustment has the meaning set forth in Section 2.6(g).