Post-Closing Adjustments definition

Post-Closing Adjustments has the meaning ascribed thereto in Subsection 3.3(b);

Post-Closing Adjustments has the meaning set forth in Section 2.3(d).

Post-Closing Adjustments shall have the meaning set forth in Section 2.5.

Examples of Post-Closing Adjustments in a sentence

• The Parties undertake to agree with respect to the amounts of such Post-Closing Adjustments no later than ninety (90) days after the Closing Date.

• Subject to Section 9.9 below, and except for the dispute resolution provisions set forth in Section 2.4 (Post-Closing Adjustments), the Parties agree to submit all disputes, claims or controversies concerning this Agreement to neutral, binding arbitration at JAMS, pursuant to the JAMS Arbitration Administrative Policies and, unless otherwise agreed in writing by the parties, to the applicable JAMS Arbitration Rules and Procedures.

• Seller agrees to cooperate with Buyer to provide Buyer and Buyer's Representatives information used to prepare the Proposed Post-Closing Adjustments and information relating thereto.

• If clearly trivial items are identified, and are not already included on the Schedule of Post-Closing Adjustments spreadsheet, a description of the items and the dollar amounts for each is required.

• If yes, we have included these in the attached Schedule of Post-Closing Adjustments spreadsheet.

More Definitions of Post-Closing Adjustments

Post-Closing Adjustments means the following adjustments which may be realized post-Closing, without duplication: (i) pursuant to Section 3.7(d), (ii) by the release of the Adjustment Escrow Amount or portion of the Adjustment Escrow Amount, if any, pursuant to Section 3.7(e) and (iii) by the release of the Representative Holdback or portion of the Representative Holdback, if any, pursuant to Section 3.8.

Post-Closing Adjustments shall have the meaning set forth in Section ------------------------

Post-Closing Adjustments means the adjustments to the Purchase Price described in Sections 2.04(b) and 2.04(c).

Post-Closing Adjustments. Definitions“Cost Overruns” means the construction costs of the Wind Project and reserves established to support potential construction costs of the Wind Project, in excess of $1,061,847,492.36.“Purchaser Cost Overrun Responsibility” means 50% of an amount equal to 30% of the amount (if any) by which the Cost Overruns exceed the Purchaser Cost Overrun Sharing Threshold. “Purchaser Cost Overrun Sharing Threshold” means $206.6 million. “Purchaser Returnable Amount (Post-Term Conversion)” means the lesser of (i) 30% of all Returned Funds (Post-Term Conversion), and (ii) (X) the amount of the Purchaser Cost Overrun Responsibility, less (Y) the amounts of any Returned Funds (Term Conversion) and Returned Funds (Post-Term Conversion) that were not paid over to the Seller or otherwise credited to the Seller in the calculation of the Adjustment Amount (provided for certainty that clause (ii) can never be less than zero).“Purchaser Returnable Amount (Term Conversion)” means the lesser of (i) 30% of all Returned Funds (Term Conversion), and (ii) the amount of the Purchaser Cost Overrun Responsibility.“Returned Funds (Post-Term Conversion)” means, in each case after the Term Conversion Date and to the extent allocable to the Purchaser’s direct and indirect ownership interest in the Project Company, the sum of (i) amounts representing a release to the Project Company of reserves for construction costs, to the extent distributed to the partners of the Project Company, and (ii) amounts received by the Project Company as proceeds from construction-related litigation, arbitration or similar proceedings or settlements of same with CER, Powertel, their subcontractors or their sureties, to the extent distributed to the partners of the Project Company.“Returned Funds (Term Conversion)” means, in each case prior to the Term Conversion Date and to the extent allocable to the Purchaser’s direct and indirect ownership interest in the Project Company, the sum of (i) construction equity amounts returned to the partners of the Project Company, (ii) amounts representing a release to the Project Company of reserves for construction costs, to the extent distributed to the partners of the Project Company, and (iii) amounts received by the Project Company as proceeds from construction-related litigation, arbitration or similar proceedings or settlements of same with CER, Powertel, their subcontractors or their sureties, to the extent distributed to the partners of the Project Company.“Sel...

Post-Closing Adjustments means any liability incurred by the Buyer in connection with a refund or other repayment of any advance, minimum guarantee or other amounts previously paid to Seller under an Assumed Contract.

Post-Closing Adjustments means the adjustments to be made on a post-Closing basis pursuant to Section 3.4(a).

Post-Closing Adjustments shall have the meaning set forth in Section 4.3.