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 the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment.

• In the event that the Change in Control transaction includes provisions for any Post-Closing Adjustment, the Company shall pay the Sale Bonus according to the terms of this Section 3(b)(ii).

More Definitions of Post-Closing Adjustment

Post-Closing Adjustment has the meaning set forth in Section 2.06(a).

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

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

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 be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital.

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

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 Companies set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Companies set forth in the Estimated Closing Statement minus (c) the Final Purchaser Adjusted Consideration Amount plus (d) the Final 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 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.