Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement.
(b) If the Adjustment Amount is a positive number or zero, then Buyer shall promptly transfer the Adjustment Amount to the accounts designated by the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount.
(c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to tran...
Post-Closing Adjustment Amount. If the Merger Consideration as finally determined pursuant to this Section 1.7 is greater than or equal to the Estimated Closing Merger Consideration, then (x) Parent promptly shall pay to or as directed by the Representative (on behalf of the Indemnifying Securityholders) an amount equal to such excess (if any) by wire transfer of immediately available funds to an account or accounts designated by the Representative and (y) Parent and the Representative promptly shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to make payment of the Adjustment Fund Amount from the Adjustment Fund (and the Company shall make a proportionate payment to Retiring Partners of Redemption Consideration pursuant to and in accordance with the Repurchase Agreements) to or as directed by the Representative. The Representative (or the Company, in the case of Retiring Partners) shall promptly deliver any such amounts received by it to or as directed by the Indemnifying Securityholders (based on each Indemnifying Securityholder’s Escrow Funding Percentage thereof as set forth in the Spreadsheet). If the Merger Consideration as finally determined pursuant to this Section 1.7 is less than the Estimated Closing Merger Consideration (such shortfall, the “Parent Adjustment Amount”), then Parent and the Representative promptly shall deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to (A) make payment of such Parent Adjustment Amount, starting with dollar one and disregarding the Indemnification Deductible provided for in Section 7.3(a), from the Adjustment Fund to Parent and as a Redemption Consideration Offset for the Company under the Repurchase Agreements, (B) if the amount of the Adjustment Fund is less than the Parent Adjustment Amount, make payment of such shortfall from the Escrow Amount in the Escrow Fund to Parent and as a Redemption Consideration Offset for the Company under the Repurchase Agreements, and (C) if the amount of the Adjustment Fund is greater than the Parent Adjustment Amount, make payment of such excess from the Adjustment Fund to or as directed by the Representative (with a proportionate payment by the Company to Retiring Partners of Redemption Consideration pursuant to and in accordance with the Repurchase Agreements). For the avoidance of doubt, Parent’s sole recourse for any amounts owed to it pursuant to this Section 1.7 (other than with respect to unpaid Third Party Expenses) shall be to with...
Post-Closing Adjustment Amount. (i) If (A) the Estimated Working Capital is greater than the Final Working Capital and (B) the Final Working Capital is less than $0.00, then Parent will be entitled to recover the lesser of (1) the difference between $0.00 and the Final Working Capital or (2) the difference between the Estimated Working Capital and the Final Working Capital, in each case starting with dollar one, from the General Escrow Fund in accordance with Article 7, and disregarding the Indemnification Threshold provided for in Section 7.3(a).
(ii) If (A) the Final Working Capital is greater than the Estimated Working Capital and (B) the Estimated Working Capital is less than $0.00, then Parent will immediately pay, as additional Merger Consideration pursuant to Sections 1.5 and 1.6, to holders of Company Units and In-the-Money Vested Options the lesser of (1) the difference between $0.00 and the Estimated Working Capital or (2) the difference between the Estimated Working Capital and the Final Working Capital.
Post-Closing Adjustment Amount. (i) If the Closing Cash Consideration, as finally determined pursuant to Section 2.4(b) (the “Final Closing Cash Consideration”), exceeds the Estimated Closing Cash Consideration, then within two (2) Business Days after the final determination of the Final Closing Cash Consideration in accordance with Section 2.4(b), (A) Buyer shall deposit, by wire transfer of immediately available funds to an account designated by Seller Representative, an amount in cash equal to the full amount by which the Final Closing Cash Consideration exceeds the Estimated Closing Cash Consideration, and as promptly as practicable thereafter, Seller Representative shall distribute, or cause to be distributed, such amount of cash to Sellers in accordance with their respective Pro Rata Shares, and (B) Buyer and Seller Representative shall provide a joint written instruction to the Escrow Agent to release promptly from the Adjustment Escrow Account, in accordance with the Escrow Agreement, the full amount of the Adjustment Escrow Account.
(ii) If (1) the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration or (2) the Estimated Closing Cash Consideration equals the Final Closing Cash Consideration, as finally determined in accordance with Section 2.4(b), then within two (2) Business Days after the final determination of the Final Closing Cash Consideration in accordance with Section 2.4(b), Buyer and Seller Representative shall provide a joint written instruction to the Escrow Agent to release promptly from the Adjustment Escrow Account, in accordance with the Escrow Agreement, (A) the full amount by which the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration to Buyer, and (B) to Sellers, in accordance with their respective Pro Rata Shares, the amount of the funds remaining in the Adjustment Escrow Account, after giving effect to the foregoing clause (A), if any; provided, however, that the Parties agree that the Adjustment Escrow Amount shall not be the sole source of Buyer’s right to receive the full amount by which the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration, and that Sellers shall be liable for any shortfall.
Post-Closing Adjustment Amount. (a) If the Final New Inventory Amount exceeds the Estimated New Inventory Amount, then Purchaser shall pay to Seller, in the manner and with interest as provided in Section 3.5(d), the amount of such excess.
(b) If the Estimated New Inventory Amount exceeds the Final New Inventory Amount, then Seller shall pay to Purchaser, in the manner and with interest as provided in Section 3.5(d), the amount of such excess.
(c) For purposes of this Agreement, the following terms shall have the meanings specified below:
Post-Closing Adjustment Amount. The “Post-Closing Adjustment Amount” shall mean an amount equal to the Post-Closing Development Cost Adjustment, plus the amount of the Updated Pre-Opening Cost Adjustment, minus the Post-Closing Residential Proceeds Adjustment. If the Post-Closing Adjustment Amount is a positive number, then MGM shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to DW, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Post-Closing Adjustment Amount. If the Post-Closing Adjustment Amount is a negative number, then DW shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to MGM, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Post-Closing Adjustment Amount.
Post-Closing Adjustment Amount. (i) If the Closing Consideration, as finally determined under Section 1.5(b) (the “Final Closing Consideration”), exceeds the Estimated Closing Consideration, then within five (5) Business Days after the determination of the Final Closing Consideration in accordance with Section 1.5(b), Parent shall cause Buyer to pay to each Seller an amount in cash equal to (1) such Seller’s Ownership Percentage, multiplied by (2) such excess, by wire transfer of immediately available funds in accordance with the applicable wiring instructions identified in the Payment Statement.
(ii) If the Estimated Closing Consideration exceeds the Final Closing Consideration, then within five (5) Business Days after the determination of the Final Closing Consideration in accordance with Section 1.5(b), Sellers shall, jointly and severally, pay to Buyer an aggregate amount in cash equal to such excess, by wire transfer of immediately available funds in accordance with the wiring instructions delivered to Seller in writing by Buyer.
(iii) Notwithstanding anything to the contrary herein, any payment pursuant to this Section 1.5(c) shall be treated as an adjustment to the Estimated Closing Consideration for all Income Tax purposes to the maximum extent permitted by applicable Law.
Post-Closing Adjustment Amount. Within sixty (60) days after the Closing Date, the Company shall prepare and deliver to Seller a statement (the “Post-Closing Statement”) setting forth the Company’s good faith calculation of the (i) the actual Closing Net Working Capital and the Working Capital Underage or Working Capital Overage (if any), (ii) actual Company Transaction Expenses, (iii) the actual Closing Cash Payment (the “Final Closing Cash Payment”) and (iii) a certificate of the Chief Financial Officer of the Company that the Post-Closing Statement was prepared in accordance with the Accounting Principles.
Post-Closing Adjustment Amount. The Upfront Cash Consideration shall be adjusted, upwards or downwards, as follows:
(i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital, as finally determined pursuant to this Section 2.13, minus the Estimated Net Working Capital, plus (B) the Estimated Indebtedness minus the Closing Indebtedness, as finally determined pursuant to this Section 2.13, plus (C) the Closing Cash, as finally determined pursuant to this Section 2.13, minus the Estimated Cash, plus (D) the Estimated Transaction Expenses minus the Closing Transaction Expenses, as finally determined pursuant to this Section 2.13;
Post-Closing Adjustment Amount. If the Final Net Working Capital is lower than the lower of the Estimated Net Working Capital and the Net Working Capital Target, then Parent shall be entitled to recover such deficit from the Indemnifying Securityholders in the manner set forth below. The recovery of such amount shall be (A) first, from the Escrow Fund and (B)
(1) if the aggregate of all unresolved or unsatisfied Liability Claims set forth in all Claims Notices delivered to the Escrow Agent and the Representative prior to the Claim Period Expiration Time exceeds the then-existing Escrow Fund or (2) after the Claim Period Expiration Time, directly from each Indemnifying Securityholder according to its Pro Rata Portion of such deficit.
