ADJUSTMENT TO CLOSING PROCEEDS Clause Samples

ADJUSTMENT TO CLOSING PROCEEDS. (a) Following Closing (defined below), an additional amount shall be transferred between the Seller and Purchaser, to the extent that the Intercompany Account Balance as of the Closing Date (defined below) is greater than or less than $8,484,969 (the "AGREED UPON BALANCE"). For purposes of this Agreement, "INTERCOMPANY ACCOUNT BALANCE" shall mean the account established between Seller (and its affiliates) on the one hand, and the Target Companies on the other hand, which records the net obligations between such parties.