Post-Closing Payment definition

Post-Closing Payment has the meaning set forth in Section 4.1.

Post-Closing Payment shall have the meaning set forth in Section 2.6.

Post-Closing Payment means (a) any Price Increase, (b) any Escrow Release Amount, (c) any Expense Fund Release Amount, (d) any Set-Off Reimbursement Amount, (e) any [***] Reimbursement Amount, (f) the NTB Payment and (g) any Contingent Payment, in each case, only if and to the extent such payment becomes payable under this Agreement.

Examples of Post-Closing Payment in a sentence

• The payment of the Contingent Payment for the benefit of, and for further distribution to, the Securityholders shall be made within five (5) Business Days following the later of (A) the final determination that the Contingent Payment is due and payable as provided in Exhibit H and (B) Parent’s receipt of the applicable Post-Closing Payment Spreadsheet with respect to such Contingent Payment pursuant to this Section 3.11.

• Parent and its Affiliates shall be entitled to rely on the Post-Closing Payment Spreadsheet delivered pursuant to this Section 3.11(a) as conclusive evidence of amounts payable to the Securityholders pursuant to this Agreement.

• Notwithstanding anything to the contrary in this Article XI, the Parent Indemnified Parties shall not be entitled to indemnification, compensation or reimbursement from, against or for any Damages to the extent they arise out of or relate to any Post-Closing Payment Employer Tax Calculation or any inaccuracies therein.

More Definitions of Post-Closing Payment

Post-Closing Payment means an amount (positive or negative) equal to the Estimated Adjustment Amount minus the actual Adjustment Amount, as determined pursuant to Section 2.6.

Post-Closing Payment has the meaning set forth in Section 2.02(b).

Post-Closing Payment means an amount (positive or negative) equal to the Estimated Adjustment Amount minus the actual Adjustment Amount, as determined pursuant to Section 2.7.

Post-Closing Payment has the meaning set forth in Section 3.2(b) hereof.

Post-Closing Payment means any amount that becomes due and payable, directly or indirectly, to Former Equity Owners pursuant to the Escrow Agreement or Section 2.8 , Section 2.12, or Section 5.7 of this Agreement.

Post-Closing Payment has the meaning given such term in Section 3.01(b).

Post-Closing Payment has the meaning given such term in Section 5(b)(i).