Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final amount of Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company Working Capital set forth in the Estimated Closing Statement Statement, minus (b) (i) the amount of the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the CapEx Shortfall Amount amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Cash set forth in the Estimated CapEx Shortfall AmountClosing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment). If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of such negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment. , shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company Companies set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company Companies set forth in the Estimated Closing Statement minus (c) the Final Purchaser Adjusted Consideration Amount plus (id) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Seller Adjusted Consideration Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the Final amount of Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Estimated amount of Working Capital Adjustment Amount minus set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness of the Company set forth in the Final Estimated Closing Statement minus (ii) the amount of Net Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall AmountStatement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to the Seller (or one or more Affiliates designated by SellerParent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the Final amount of Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (x) the amount of Net Indebtedness of the Company set forth in the Estimated Closing Statement minus less (c) (iy) the CapEx Shortfall Amount amount of Net Indebtedness set forth in the Final Closing Statement minus Statement, plus (iic) (1) the amount of Transaction Costs set forth in the Estimated CapEx Shortfall AmountClosing Statement less (2) the amount of Transaction Costs set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall pay or cause Purchaser to, pay to be paid in cash to Seller Parent (or one or more Affiliates designated by SellerParent) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the - 25 - Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus Amount, plus (b) (iA) the amount of Indebtedness of the Company Cash Amounts set forth in the Final Closing Statement minus Working Capital and Net Indebtedness Statements less (iiB) the amount of Indebtedness of the Company Cash Amounts set forth in the Estimated Closing Statement minus Working Capital and Net Indebtedness Statements less (c) (ix) the CapEx Shortfall Amount amount of Indebtedness set forth in the Final Closing Statement minus Working Capital and Net Indebtedness Statements less (iiy) the amount of Indebtedness set forth in the Estimated CapEx Shortfall AmountClosing Working Capital and Net Indebtedness Statements. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made within ten (10) Business Days after the determination of the Final Closing Statement by wire transfer of immediately available fundsWorking Capital and Net Indebtedness Statements.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the Final amount of Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the Estimated amount of Working Capital Adjustment Amount minus set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness of the Company set forth in the Final Estimated Closing Statement Statement, minus (ii) the amount of Net Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall AmountStatement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller Parent (or one or more Affiliates designated by SellerParent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus Amount, plus (b) (ix) the amount of Net Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (iy) the CapEx Shortfall Amount amount of Net Indebtedness set forth in the Final Closing Statement minus Statement. Any of clause (iia) or clause (b) set forth in the Estimated CapEx Shortfall Amountpreceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller Parent (or one or more Affiliates designated by SellerParent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “"Post-Closing Adjustment” " shall be equal to the sum (awhether a positive or negative number) of (iA) the Final Net Working Capital Adjustment Amount minus less the Estimated Net Working Capital, plus (iiB) the Estimated Working Capital Adjustment Indebtedness Amount minus less the Final Indebtedness Amount, plus (b) (iC) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in Cash Amount less the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Cash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser Buyer shall, and Parent shall cause Purchaser towithin five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), pay in cash make payment to Seller (or DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Seller) DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller DuPont shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or an Affiliate more accounts designated by Seller) shall pay in cash to Purchaser Buyer of the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after together with interest thereon at a rate equal to the determination prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statement by wire transfer date of immediately available fundspayment and the date on which such payment is made.

Post-Closing Adjustment. (i) Within forty-five (45) days after the Closing Date (as defined herein), Buyer shall prepare and deliver to the Sellers a statement (the “Closing Working Capital Statement”) containing an unaudited consolidated balance sheet of the Seller Companies as of the Closing Date (without giving effect to the transactions contemplated herein) setting forth its final calculation of Closing Working Capital (“Final Closing Working Capital”). (ii) The post-closing adjustment to the Closing Cash shall be an amount equal to the Final Closing Working Capital minus the Estimated Closing Working Capital (without duplication related to any Closing Cash adjustment made at Closing under Section 1.03(a)(ii) above) (the “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Amount”). If the Post-Closing Adjustment is a positive amountnumber, then Purchaser shallBuyer shall pay to Sellers, and Parent shall cause Purchaser to, pay in cash an amount equal to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If to be paid to Sellers, the Buyer Parties shall (on behalf of Buyer) pay the Post-Closing Adjustment by wire transfer of immediately available funds to such account as is directed in writing by Sellers, in the same proportions as the Closing Cash was distributed to Sellers at Closing. If the Post-Closing Adjustment is a negative amountnumber, then Seller (or an Affiliate designated by Seller) Sellers, in the same proportions as the Closing Cash was distributed to Sellers at Closing, shall pay in cash to Purchaser the absolute value of the Buyer an amount of equal to the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after the determination of the Final Closing Statement Adjustment by wire transfer of immediately available fundsfunds to such account as is directed in writing by Buyer.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final amount of Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (x) the amount of Net Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (iy) the CapEx Shortfall Amount amount of Net Indebtedness set forth in the Final Closing Statement minus (ii) Statement. For the Estimated CapEx Shortfall Amountavoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay such positive amount in cash to Seller Parent (or one or more Affiliates designated by Seller) the amount of the Post-Closing AdjustmentParent). If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of such negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment. , shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx amount of the RSAM Shortfall Amount set forth in the Final Closing Statement minus (ii) the amount of the RSAM Shortfall set forth in the Estimated CapEx Shortfall AmountClosing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made within ten (10) Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus Amount, plus (b) (i) the amount of Net Indebtedness of the Company set forth in the Final Estimated Closing Statement minus (ii) the amount of Net Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement Statement, plus (c)(i) the Estimated Transaction Expenses minus (ii) the Estimated CapEx Shortfall AmountFinal Transaction Expenses. Any of clause (a), clause (b) or clause (c) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller Parent (or one or more Affiliates designated by SellerParent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. For illustrative purposes only, Schedule II sets forth a sample calculation of Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section ‎‎2.7 2.7 shall be made by wire transfer of immediately available funds within ten five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by wire transfer the party entitled to the payment within three (3) Business Days after the determination of immediately available fundsthe Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be an amount, positive or negative, equal to (a) an amount, positive or negative, equal to (i) the amount of Cash set forth in the Final Working Capital Adjustment Amount minus Post-Closing Statement less (ii) the amount of Cash set forth in the Estimated Working Capital Adjustment Amount minus Closing Statement, plus (b) an amount, positive or negative, equal to (i) the amount of Working Capital set forth in the Final Post-Closing Statement less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, less (c) an amount, positive or negative, equal to (i) the amount of Indebtedness of the Company set forth in the Final Post-Closing Statement minus less (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall AmountStatement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller Supervalu (or one or more Affiliates designated by SellerSupervalu) by wire transfer of immediately available funds in cash the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Supervalu (or an Affiliate designated by SellerSupervalu) shall pay to Purchaser by wire transfer of immediately available funds in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten five (5) Business Days after the determination of the Final Post-Closing Statement by wire transfer becomes such, together with interest thereon at the Interest Rate from the Closing Date until the date of immediately available fundspayment.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to the sum (awhether a positive or negative number) of (iA) the Final Net Working Capital Adjustment Amount minus less the Estimated Net Working Capital, plus (iiB) the Estimated Working Capital Adjustment Indebtedness Amount minus less the Final Indebtedness Amount, plus (b) (iC) the amount of Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in Cash Amount less the Estimated Closing Statement minus (c) (i) the CapEx Shortfall Amount set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall Cash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser Buyer shall, and Parent shall cause Purchaser towithin five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), pay in cash make payment to Seller (or DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Seller) DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller DuPont shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or an Affiliate more accounts designated by Seller) shall pay in cash to Purchaser Buyer of the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after together with interest thereon at a rate equal to the determination prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statement by wire transfer date of immediately available fundspayment and the date on which such payment is made.

Post-Closing Adjustment. The “Post-Closing Adjustment” shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (ia)(i) the amount of Indebtedness of the Company Working Capital set forth in the Final Closing Working Capital and Indebtedness Statement minus less (ii) the amount of Indebtedness of the Company Working Capital set forth in the Statement of Estimated Closing Statement minus Working Capital and Indebtedness, plus (cb) (ix) the CapEx Shortfall Amount amount of Net Indebtedness set forth in the Statement of Estimated Closing Working Capital and Indebtedness less (y) the amount of Net Indebtedness set forth in the Final Closing Statement minus (ii) the Estimated CapEx Shortfall AmountWorking Capital and Indebtedness Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to Seller Parent (or one or more Affiliates designated by SellerParent) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller Parent (or an Affiliate designated by SellerParent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten five (5) Business Days after the determination Final Working Capital and Indebtedness Statement becomes such, together with interest thereon at the Interest Rate from the Closing Date until the date of the Final Closing Statement by wire transfer of immediately available fundspayment.