Post-Closing Adjustment Amount Sample Clauses

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. Notwithstanding anything to the contrary contained herein, the process and source of recovery set forth in this Section 2.06 and Section 2.07 shall be the sole and exclusive remedy of the Purchaser Indemnitees against Seller for any disputes related to items included or reflected in the calculation of Adjusted Purchase Price, regardless of whether any underlying facts and circumstances related to such items constitute a breach of any representations, warranties or covenants set forth herein. Without limiting the generality of the foregoing, the Purchase Price Adjustment Stock Consideration (if it has not been redeemed), the Purchase Price Adjustment Escrow Account (if Purchase Price Adjustment Stock Consideration has been redeemed) or the Cash Option Purchase Price Adjustment Escrow Account (if Purchaser has exercised the Cash Option) shall be the sole and exclusive remedy of the Purchaser Indemnitees with respect to any items included or reflected in the calculation of Adjusted Purchase Price and such items shall not be subject to indemnification pursuant to Article XI. Notwithstanding the foregoing, nothing in this Section 2.06(g) shall prevent Purchaser Indemnitees from recovering any amounts under the R&W Insurance Policy. The intent of this Section 2.06(g) is merely to avoid “double counting” and not to (i) limit the scope of any representations or warranties or recovery for breach thereof or (ii) limit any right to recover for indemnifiable Losses pursuant to Article XI. Any term set forth herein that deems any indemnification provided for a breach of any representation or warranty or covenant herein to be an adjustment to the purchase price shall have no bearing on whether an amount constitutes a post-Closing purchase price adjustment for purposes of this Section 2.06(g).

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. (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. (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. The Closing Consideration payable to the Seller will be subject to adjustment after the Closing, if applicable, in accordance with this Section 2.2. After the Closing Date, the Closing Consideration will be, on a dollar-for-dollar basis reduced by the amount, if any, by which the Closing Working Capital is less than the Estimated Working Capital or increased by the amount, if any, by which the Closing Working Capital is greater than the Estimated Working Capital. The net amount of all sums that are an increase or decrease to the Closing Consideration as contemplated by this Section 2.2(c) as finally determined pursuant to Section 2.2(d) is referred to in this Agreement as the “Adjustment Amount.”

Post-Closing Adjustment Amount. In the event the Parties to the Arrangement Agreement proceed to Closing notwithstanding that the dispute resolution process set forth in Section 2.8(f) of the Arrangement Agreement has not been finalized, as set forth in Section 2.8(g) of the Arrangement Agreement, then [name of party redacted] and Xxxxxxxxx may appoint one or more shareholder representatives who will have authority to resolve such dispute on behalf of the former Westbrick Amalco Shareholders (the “Shareholder Representatives”). The Aggregate Adjusted Consideration hereunder shall be deemed as of the Effective Time to be reduced by the amount payable by Purchaser which is being disputed in accordance with Section 2.8(f) of the Arrangement Agreement. Following the resolution of such dispute, the Aggregate Adjusted Consideration shall be deemed to be increased by the amount of the disputed amount which is required to be paid by the Purchaser under the Arrangement Agreement, and the Depositary shall release such disputed amounts as directed by the Shareholder Representatives in accordance with the Entitlement Schedule.

Post-Closing Adjustment Amount. Within 24 hours of Surviving Corporation’s delivery of the Closing Date Financial Statements, Acquiror shall determine the amount of the difference between (x) $2,322,207.00 and (y) the amount of working capital reflected on the Closing Date Balance Sheet plus the amount of any capital expenditures made during the period commencing on December 31, 2006 and ending on the Closing Date (the “POST-CLOSING ADJUSTMENT”).

Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the Final Cash Consideration, minus (ii) Cash Consideration. (b) If the Adjustment Amount is a positive number or zero, then: (i) GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the eCivis Holders’ Representative for the benefit of the eCivis Holders; and (ii) GTY shall promptly pay to the eCivis Holders’ Representative the Adjustment Amount for the benefit of the eCivis Holders. (c) If the Adjustment Amount is a negative number, then GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows: