Post-Closing Adjustment Amount definition

Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

Post-Closing Adjustment Amount shall have the meaning set forth in Section 2.4(a).

Post-Closing Adjustment Amount means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Examples of Post-Closing Adjustment Amount in a sentence

• The Parties shall also furnish the Independent Accountant with such other information and documents as the Independent Accountant may reasonably request for purposes of resolving the Remaining Items and determining the Post-Closing Adjustment Amount.

• Upon the terms and subject to the conditions of this Agreement, the aggregate consideration to be paid in connection with the transactions contemplated by this Agreement shall consist of (a) the Base Consideration, plus (b) the Post-Closing Adjustment Amount, if any, plus (c) the Deferred Consideration, to be paid if and when payable in accordance with, and subject to, Section 2.3, in each case, without interest (so long as such payments are made as of such due date(s)) (together, the “Purchase Price”).

• The Independent Accountant’s determination as to the Remaining Items and the resulting Post-Closing Adjustment Amount shall, absent manifest error, be final and binding upon the Parties and not be subject to judicial review.

• No Buyer Indemnified Party shall be entitled to be indemnified, defended, held harmless or reimbursed for, from or against any Losses (and such Losses shall not be counted against the Deductible or the Cap Amount) to the extent such Losses are included in the calculation of the Post-Closing Adjustment Amount pursuant to Section 2.4.

• Notwithstanding anything to the contrary in this Agreement, other than specific performance sought pursuant to Section 12.12, the process set forth in this Section 2.4 shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be included or reflected in the calculation of the Post-Closing Adjustment Amount.

More Definitions of Post-Closing Adjustment Amount

Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

Post-Closing Adjustment Amount means the amount (which may be a positive or negative number) obtained by the following formula: (i) the Initial Consideration minus (ii) the Final Consideration.

Post-Closing Adjustment Amount shall have the meaning specified in Section 2.2(a).

Post-Closing Adjustment Amount means an amount equal to (a) the Final Closing Amount minus (b) the Estimated Closing Amount.

Post-Closing Adjustment Amount is defined in Section 1.4(f).

Post-Closing Adjustment Amount means the net amount (if disputed, as finally determined in accordance with this Section 1.4) which may be positive or negative (as to the overall net amount and each component used in the calculation of such net amount), equal to: (A) the Closing Cash, as finally determined pursuant to this Section 1.4, minus the Estimated Closing Cash, as set forth on the Estimated Closing Statement; plus (B) the Estimated Closing Third Party Expenses, as set forth on the Estimated Closing Statement, minus the Closing Third Party Expenses, as finally determined in accordance with this Section 1.4; plus (C) the Estimated Closing Indebtedness, as set forth on the Estimated Closing Statement, minus the Closing Indebtedness, as finally determined in accordance with this Section 1.4; minus (D) if the Closing Working Capital Adjustment as finally determined pursuant to this Section 1.4 is less than the Estimated Working Capital Adjustment (the absolute value of such difference, the “Negative Closing Working Capital Adjustment Amount”), the Negative Closing Working Capital Adjustment Amount; plus (E) if the Closing Working Capital Adjustment as finally determined pursuant to this Section 1.4 is greater than the Estimated Working Capital Adjustment (such excess, the “Positive Closing Working Capital Adjustment Amount”), the Positive Closing Working Capital Adjustment Amount.

Post-Closing Adjustment Amount shall have the meaning set forth in Section 12.01 hereof.